BIG RIDGE GOLD CORP.

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NOTICE OF MEETING AND INFORMATION CIRCULAR

WITH RESPECT TO THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD:

DECEMBER 14, 2021

GENERAL INFORMATION ..................................................................................................................................... 5 SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS ....................................................................... 5 Persons making the solicitation ....................................................................................................................... 5 Appointment and Revocation of Proxies ......................................................................................................... 5 Voting by Proxyholders ................................................................................................................................... 6 Registered Shareholders .................................................................................................................................. 6 Non-Registered Shareholders .......................................................................................................................... 6 Revocation of Proxies ..................................................................................................................................... 7 Record Date ..................................................................................................................................................... 8 Quorum ........................................................................................................................................................... 8 Principal Shareholders ..................................................................................................................................... 8 Votes Necessary to Pass Resolutions .............................................................................................................. 8 DETAILS OF MATTERS TO BE ACTED UPON AT THE MEETING............................................................... 9 Financial Statements........................................................................................................................................ 9 Election of Directors ....................................................................................................................................... 9 Appointment of Auditor ................................................................................................................................ 12 Approval of Amended and Restated Share Option Plan ................................................................................ 12 Approval of Restricted Share Unit Plan ........................................................................................................ 15 CORPORATE GOVERNANCE DISCLOSURE ................................................................................................... 17 COMMITTEES OF THE BOARD .......................................................................................................................... 21 AUDIT COMMITTEE .................................................................................................................................. 21 CORPORATE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE ..................... 22 TECHNICAL AND SUSTAINABILITY COMMITTEE ............................................................................. 23 EXTERNAL AUDITORS ......................................................................................................................................... 23 COMPENSATION OF EXECUTIVE OFFICERS ................................................................................................ 24 Named Executive Officers ............................................................................................................................ 24 Compensation Discussion and Analysis ........................................................................................................ 24 Summary Compensation Table ..................................................................................................................... 26 Incentive Plan Awards ................................................................................................................................... 27 Termination and Change of Control Benefits ................................................................................................ 28 DIRECTOR COMPENSATION .............................................................................................................................. 29 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................................................ 32 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS.................................................... 33 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .................................................. 33 MANAGEMENT CONTRACTS ............................................................................................................................. 34 ADDITIONAL INFORMATION ............................................................................................................................. 34 LEGAL PROCEEDINGS ......................................................................................................................................... 34 OTHER MATTERS .................................................................................................................................................. 34 GENERAL .................................................................................................................................................................. 34 APPROVAL OF DIRECTORS ................................................................................................................................ 35 APPENDIX A - AUDIT COMMITTEE MANDATE ............................................................................................. 36 APPENDIX B - AMENDED AND RESTATED SHARE OPTION PLAN .......................................................... 40 APPENDIX C - RESTRICTED SHARE UNIT PLAN .......................................................................................... 49

BIG RIDGE GOLD CORP.

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the “Meeting”) of the shareholders of Big Ridge Gold Corp. (“Big Ridge” or the “Company”) will be held at 84 Connor Avenue, Collingwood, Ontario on Tuesday, December 14, 2021, at 12:00 p.m. Eastern time for the following purposes:

To receive the financial statements of the Company for the fiscal year ended June 30, 2021, together with the report of the auditors thereon;
To elect the directors of the Company;
To appoint Davidson & Company LLP as the auditors of the Company and to authorize the directors to fix the auditors’ remuneration;
to consider and, if deemed advisable, to pass an ordinary resolution to approve the Company’s Amended and Restated Share Option Plan, as described in more detail in the accompanying management information circular;
to consider and, if deemed advisable, to pass an ordinary resolution to approve the Company’s Restricted Share Unit plan, as described in more detail in the accompanying management information circular; and
To transact such further and other business as may properly come before the Meeting or any adjournments thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting.

The Company has fixed the close of business on November 4, 2021, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

IMPORTANT NOTICE

Amidst continuing concerns regarding the coronavirus (COVID-19), the Company remains mindful of the health and safety of shareholders, employees, other stakeholders and the broader community in which it operates. Due to the ongoing health risks related to the COVID-19 pandemic, government restrictions on public gatherings and in support of social distancing, the Company strongly recommends that shareholders cast their votes by proxy in advance of the Meeting and not attend the Meeting in person . While the Company intends to hold the Meeting in person, it is actively monitoring the current COVID-19 outbreak. Attendance in person will be restricted to registered shareholders and validly appointed proxyholders. Guests will not be permitted. Any registered shareholders and validly appointed proxyholders who are admitted to the Meeting will be asked to physically distance themselves from others. In light of the rapidly evolving news and guidance related to the COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting, shareholders follow the instructions of the Public Health Agency of Canada and all additional provincial and local instructions, and not attend the Meeting in person if experiencing cold or flu-like systems within the 14 days prior to the Meeting.

The Company will provide updates to any arrangements in respect of the Meeting by way of news release.

SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON SHOULD COMPLETE, DATE AND SIGN THE ENCLOSED INSTRUMENT OF PROXY, AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

Proxies to be used at the Meeting must be deposited with Computershare Investor Services Inc., 8F, 100 University Avenue, Toronto, Ontario M5J 2Y1, before 12:00 p.m. (Eastern time) on Friday, December 10, 2021.

By Order of the Board

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Mike Bandrowski

Toronto, Ontario November 4, 2021

BIG RIDGE GOLD CORP.

1801-1 Yonge Street Toronto, Ontario, M5E 1W7

MANAGEMENT INFORMATION CIRCULAR

as at November 4, 2021

GENERAL INFORMATION

This management information circular (“Circular”) is furnished in connection with the solicitation of proxies by the management of BIG RIDGE GOLD CORP. (the “Company”) for use at the annual and special meeting (the “Meeting”) of its shareholders to be held on Tuesday, December 14, 2021, at the time and place and for the purposes set forth in the accompanying notice of the Meeting (the “Notice of Meeting”).

In this Circular, references to “the Company”, “we” and “our” refer to Big Ridge Gold Corp. “Shares” means the common shares in the capital of the Company. “Non-Registered Shareholders” means shareholders who do not hold Shares in their own name. “Shareholders” means the holders of Shares, and includes registered shareholders and Non-Registered Shareholders, and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders.

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Persons making the solicitation

This proxy solicitation is made on behalf of the management of the Company. The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation.

The form of proxy forwarded to Shareholders with the Notice of Meeting confers discretionary authority upon the proxy nominees with respect to amendments or variations of matters identified in the Notice of Meeting or other matters which may properly come before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. Each Shareholder has the right to appoint a proxyholder other than the persons designated in the applicable instrument of proxy furnished by the Company, who need not be a Shareholder, to attend and act for such Shareholder and on such Shareholder's behalf at the Meeting. To exercise such right, the names of the persons designated by management should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.

Voting by Proxyholders

The persons named in the Proxy will vote or withhold from voting the Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.

As at the date of this Circular, management knows of no matters scheduled to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the Shares represented by proxies appointing one of the management proxyholders as proxyholder will be voted on such matters in accordance with the best judgment of the management proxyholder.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they intend to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

(a) completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail or by hand to the 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;
(b) using a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder’s account number and the proxy access number; or
(c) using the internet through the website of the Company’s transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the proxy access number;

in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Non-Registered Shareholders

Non-Registered Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Shares).

Only registered holders of common shares or the persons they appoint as their proxies are permitted to vote at the Meeting. Many Shareholders are non-registered Shareholders (“ Non-Registered Shareholders ”) because the common shares they beneficially own are not registered in their names but are instead either (i) registered in the name of an intermediary (the “ Intermediary ”) that the Non-Registered Shareholder

deals with in respect of the common shares, such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Intermediaries are required to seek voting instructions from Non-Registered Shareholders in advance of shareholders’ meetings. Each intermediary has its own mailing procedures and provides its own return instructions to clients.

For the purposes of the Meeting, the Company has elected to take advantage of those provisions of National Instrument 54-101 that permit it to directly deliver proxy-related materials to its non-objecting NonRegistered Shareholders (“NOBOs”). Consequently, NOBOs will receive a scannable Voting Instruction Form (“VIF”) from the Company’s transfer agent, Computershare Investor Services Inc. These VIFs must be completed and returned to Computershare in the envelope provided. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contain complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate voting instructions at the Meeting with respect to the Shares represented by the VIFs they receive.

If you are a Non-Registered Shareholder, you should carefully follow the instructions of your broker or intermediary in order to ensure that your Shares are voted at the Meeting.

The form of proxy supplied by your broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Brokers now commonly delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent you at the Meeting. You have the right to appoint a person, other than the persons designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. you receive a VIF from Broadridge, you cannot use it to vote Shares directly at the Meeting - the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Shares voted. As noted in the Notice of Meeting, Non-Registered Shareholders will not be admitted into the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you or your nominee to attend at the Meeting and vote your Shares.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare Investor Services Inc. or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P. O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the
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Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

(b) personally attending the Meeting and voting the registered Shareholder’s Shares.

A Non-Registered Shareholder may revoke a form of proxy or voting instruction form given to an intermediary by contacting the intermediary through which the Non-Registered Shareholder’s Shares are held and following the instructions of the intermediary respecting the revocation of proxies. In order to ensure that an intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the intermediary well in advance of the Meeting.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Record Date

The Board of Directors of the Company has fixed Thursday, November 4, 2021 as the record date (the “Record Date”) for determination of persons entitled to receive Notice of Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting.

Quorum

For all purposes contemplated by this Circular, the quorum for the transaction of business at the Meeting is not less than two persons who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least 5% of the issued Shares entitled to be voted at the Meeting.

Principal Shareholders

As of the Record Date, there were 106,826,118 Shares without par value issued and outstanding, each carrying the right to one vote. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Shares.

To the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially owned, directly or indirectly, or exercised control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company as at the Record Date, except as noted below.

as noted below.
Shareholder	Number of Common Shares Held, Directly or Indirectly, as at the Record Date	Percentage of Issued and Outstanding Shares of the Company as at the Record Date
First Mining Gold Corp.	11,500,000	10.77%

Votes Necessary to Pass Resolutions

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein with respect to the election of directors and the appointment of the Company’s auditors. If there are

more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

A majority of affirmative votes cast by disinterested Shareholders is required to pass the resolutions described herein with respect to the approval of the Company’s Amended and Restated Share Option Plan and Restricted Share Unit Plan.

DETAILS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

The Shareholders will receive and consider the audited consolidated financial statements of the Company for the fiscal year ended June 30, 2021, together with the auditors’ report thereon. No vote by the Company’s Shareholders is required with respect to this matter. These documents are available upon request or they can be found under the Company’s profile at www.sedar.com or on the Company’s website at www.bigridgegold.com.

Election of Directors

The Company’s board of directors (the “Board”) is a variable board consisting of not fewer than three directors. The Board currently consists of five (5) directors, and the term of office of each of the present directors expires at the close of the Meeting. The Board has fixed the size of the Board for election at the Meeting at six (6) directors with the individuals set out below to be proposed for election as directors of the Company (the “Nominees”). Each of the Nominees, other than Ms. Bates, is currently a director. Unless the director’s office is vacated earlier in accordance with the provisions of the Business Corporations Act ( British Columbia) (“BCA”), each director elected will hold office until the close of the next annual meeting of Shareholders or until such person’s successor is elected or appointed. All Nominees have established their eligibility and willingness to serve as directors.

The Board recommends that Shareholders vote FOR the election of each of the Nominees. Unless directed otherwise, the management proxyholders intend to vote FOR the election of each of the Nominees.

The following tables provide information with respect to each Nominee.

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Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment	Period as a Director of the Company	Shares Beneficially Owned or Controlled(2)
Nick Tintor(1) Chair of the Board of Directors Ontario, Canada	Managing Director of RG Mining Investments Inc. from January 2007 to present. Director of Benz Mining Corp. President, CEO and Director of Toachi Mining Inc. from January 2015 to September 2017	October 28, 2020	498,000
Mike Bandrowski President, Chief Executive Officer and Director Ontario, Canada	From July 2020 to present, President and Chief Executive Officer of the Company.	July 7, 2020	2,762,700
William Williams(1) Director Massachusetts, United States	Economic geologist experienced in exploration and development of mining and oil & gas projects. Director of Western Copper and Gold Corporation	January 21,2021	250,500
Richard J. Mazur(1) Director British Columbia, Canada	President, CEO and Director of Forum Energy Metals Corp.; Director of Impact Silver Corp., and Midnight Sun Mining Corp. From 2004 to 2020, Chief Executive Officer of the Company.	April 19, 2004	662,840
Ken Engquist Director British Columbia, Canada	Chief Operating Officer of First Mining Gold Corp.	June 7, 2021	-

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Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Occupation, Business or Employment	Period as a Director of the Company	Shares Beneficially Owned or Controlled(2)
Kristina Bates Ontario, Canada	Portfolio Manager at Manulife Securities (2018- 2021) and RBC Dominion Securities (2013-2018). Director of various private companies and not-for- profit organizations	n/a	-

Notes:

Member of Audit Committee
The number of Shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by Computershare Investor Services Inc., the registrar and transfer agent of the Company, and by the nominees themselves.

As at the date hereof, the members of the audit committee are Nick Tintor (Interim Chairman), William Williams and Richard Mazur.

Additional Disclosure Relating to the Directors

Except as disclosed below, to the knowledge of the Company, no proposed director of the Company:

is, as at the date of this Circular, or has been in the last 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
a) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days and that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or
b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;
is, as at the date of this Circular, or has been within the 10 years of the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
has, within 10 years before the date of this Circular, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
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has been subject to:
a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
b) has been subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Appointment of Auditor

Davidson & Company LLP, Vancouver, British Columbia are the auditors of the Company.

The Board recommends the re-appointment of Davidson & Company LLP, Chartered Accountants, of Vancouver, British Columbia, as the auditors of the Company to hold office until the close of the next annual meeting of the Shareholders, or until a successor is appointed, at a remuneration to be fixed by the Board.

The Board recommends that Shareholders vote FOR the re-appointment of Davidson & Company LLP as auditors of the Company and authorizing the directors of the Company to fix their remuneration. Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the management proxyholders intend to vote FOR the re-appointment of Davidson & Company LLP as auditors of the Company and authorizing the directors of the Company to fix their remuneration.

Approval of Amended and Restated Share Option Plan

The Company has a Share Option Plan (the “Plan”) in place dated December 18, 2009, which was approved by the Company’s Shareholders at the Company’s Annual General Meeting held on December 15, 2020. The Plan is a “rolling plan” which limits the number of shares reserved for issuance under the Plan in respect of options (“Options”) at any point in time to 10% of the number of issued and outstanding Shares.

The Company proposes to replace the Plan with an Amended and Restated Share Option Plan (the “Amended Plan” or the “Amended and Restated Share Option Plan”). A copy of the complete proposed Amended Plan is included as Appendix B. Shareholders will be asked to approve the Amended Plan at the Meeting.

Material Terms of the Amended Plan

The following is a summary of the material terms of the Amended Plan:

(a) Options may be granted to bona fide directors, officers, employees, management company employees, consultants or company consultants of the Company (each a “Service Provider”) by the Board from time to time pursuant to the terms and conditions of the Amended Plan;
(b) the number of Shares reserved for issuance under the Amended Plan is fixed at 12,570,111 Shares (the “Maximum Plan Share Total”), which includes the 4,447,500 Shares already reserved for issuance under previously granted options, unless the Amended Plan is further amended pursuant to the policies (“TSXV Policies”) of the TSX Venture Exchange (“TSXV”);
(c) the Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Amended Plan, and cannot be less than the Discounted Market Price (as defined in the TSXV Policies);
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(d) no Service Provider can be granted an Option if that Option would result in the total number of Options granted to such Service Provider in the previous 12 months to exceed 5% of the outstanding Shares, calculated on the date of grant (unless the Company has obtained disinterested Shareholder approval to do so);
(e) no Options can be granted under the Amended Plan if the Company is on notice from the TSXV to transfer its listed shares to the NEX;
(f) the aggregate number of Options granted to Service Providers conducting Investor Relations Activities (as defined in the TSXV Policies) in any 12-month period cannot exceed 2% of the outstanding Shares, calculated on the date of grant, without the prior consent of the TSXV;
(g) the aggregate number of Options granted to any one consultant in any 12-month period cannot exceed 2% of the outstanding Shares, calculated on the date of grant, without the prior consent of the TSXV;
(h) subject to the other limitations and restrictions in the Amended Plan, the number of Shares that may be reserved for issuance in any fiscal year to any individual Service Provider who is a non-employee director of the Company may not exceed for any such individual a grant date value of $100,000 in Options or $150,000 in the aggregate under all of the Company’s share compensation arrangements;
(i) the Company may grant options having a term of up to 5 years;
(j) vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Amended Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately;
(k) Options granted to consultants conducting Investor Relations Activities will vest (1) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or (2) such longer vesting period as the Board may determine; and the vesting period for Options granted to consultants conducting Investor Relations Activities may not be accelerated without prior approval of the TSXV.
(l) in the event an Option granted under the Amended Plan expires unexercised or is terminated by reason of dismissal of the optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the optioned Shares that were issuable thereunder will be returned to the Amended Plan, and added back to the Maximum Plan Share Total, and will be eligible for re-issuance;
(m) in the event of a change-of-control, all unvested Options shall vest immediately prior to the date of the change-of-control and their holders shall be entitled to exercise their Options immediately prior to the change-of-control date;
(n) no Option may be exercised after the Service Provider has left his employ/office or has been advised by the Company that their services are no longer required or their service contract has expired, except as follows:
a. in the case of the death of an Optionee, any vested Option held by him/her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
b. an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any times prior to the expiry of the Option) after
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the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option has vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and

c. in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same; and
(o) the Company will be required to obtain disinterested Shareholder approval prior to any of the following becoming effective:
a. the Amended Plan, together with all of the Company’s other share compensation arrangements, could result at any time in:
- i. the aggregate number of Shares reserved for issuance under Options granted to insiders exceeding 10% of the outstanding Shares;
- ii. the number of optioned Shares issued to insiders within a one-year period exceeding 10% of the outstanding Shares; or,
- iii. the issuance to any one optionee, within a 12-month period, of a number of Shares exceeding 5% of Shares; or
b. any reduction in the exercise price of an Option previously granted to an insider.

The Board and management recommend the adoption of the resolution approving the Amended Plan (the “Amended Plan Resolution”).

To be effective, the Amended Plan must receive disinterested Shareholder approval. Therefore, the Amended Plan Resolution must be approved by not less than a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the Shares held or controlled by the following insiders of the Company to whom Options may be granted under the Amended Plan: (i) Michael Bandrowski – 2,762,700 Shares; (ii) Jim Kirke – 600,000 Shares; (iii) Nick Tintor – 498,000 Shares; (iv) William Williams – 250,500 Shares; (v) Richard Mazur – 662,840 Shares; and (vi) Ken Engquist – nil Shares.

The text of the Amended Plan Resolution to be submitted to Shareholders at the Meeting is set forth below:

“NOW THEREFORE BE IT RESOLVED THAT:

The Amended and Restated Share Option Plan (the “Amended Plan”) of Big Ridge Gold Corp. (the “Company”), substantially in the form presented to the Shareholders (the “Shareholders”) of the Company, is hereby approved; and
The approval of the Amended Plan by the Board is hereby ratified and confirmed by Shareholders and any one director or officer of the Company is hereby authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.”

The Board recommends that Shareholders vote FOR the Amended Plan Resolution. Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the management proxyholders intend to vote FOR the Amended Plan Resolution.

A full copy of the Amended Plan is attached hereto as Appendix B and will be available for inspection at the Meeting.

If the Amended Plan Resolution is not approved by the Shareholders, the Company will have to consider other methods of compensating and providing incentives to directors, officers, employees and consultants.

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Approval of Restricted Share Unit Plan

In order to supplement the Amended and Restated Stock Option Plan, and to align with good governance practices, Big Ridge is asking Shareholders to consider and, if deemed advisable, to pass a resolution to approve the Company’s equity-based restricted share unit plan (the “ RSU Plan ”), as further summarized below. A copy of the complete proposed RSU Plan is included as Appendix C. If both the Amended and Restated Stock Option Plan and the RSU Plan are approved by Shareholders at the Meeting, the Company will be able to make grants under either or both such equity compensation plans.

The RSU Plan will provide participants with the opportunity through restricted share units (“R SUs ”), such RSUs including restricted share units and performance share units, to acquire an ownership interest in the Company. Shareholders will be asked to approve the RSU Plan at the Meeting.

Pursuant to the RSU Plan, the Board will be authorized to grant RSUs to eligible employees, directors, officers and consultants (each a “Participant”) in consideration for their performances in such positions with the Company. Unlike share options, RSUs do not require the payment of any monetary consideration to the Company. Instead, RSUs represent the right to receive shares, or a payment representing the value of the Shares, or a combination thereof, following the satisfaction of the vesting criteria determined at the time of the award of the RSUs.

All capitalized terms used in this section but not defined shall have the meanings ascribed to them in the RSU Plan.

The key terms of the RSU Plan are summarized below.

(a) The RSU Plan will be administered by the Board;
(b) The maximum number of Shares that are issuable to settle RSUs that may settle in treasury shares granted under the RSU Plan has been fixed at 2,500,000 Shares. In the event an RSU expires without settling or if an RSU settles in cash, the Shares that were issuable thereunder will be returned to the RSU Plan, and added back to the foregoing maximum RSU Plan Share total;
(c) a grant of an RSU may, but is not required to, have performance conditions attached to it, which conditions may be attached to the RSU by the Board;
(d) each RSU grant to a Participant shall be evidenced by an award grant agreement with terms and conditions consistent with the RSU Plan and as approved by the Board (which terms and conditions need not be the same in each case and may be changed from time to time, subject to the RSU Plan, and the approval of any changes by the TSXV or such other exchange or exchanges on which the Shares are then traded);
(e) except as otherwise provided in the RSU Plan or as otherwise determined by the Board at the time of the grant of an RSU, and subject to satisfaction of any associated performance conditions set out in a Participant's award grant agreement during the relevant performance period, RSUs granted under the RSU Plan shall vest as follows: (1) as to 1/3 on the grant date of the RSUs; (2) as to 1/3 on the day which is the first anniversary of the grant date of the RSUs; and (3) as to the remaining 1/3 on the day which is the second anniversary of the grant date of the RSUs, but provided the Participant is and has continuously been, in the case of an eligible director and officer or eligible employee, an eligible director and officer or eligible employee in service with the Company from the grant date until the relevant date of vesting, and in the case of an eligible consultant, at the discretion of the Board. For greater certainty if an RSU shall vest in accordance with the foregoing
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at a time when there remain performance conditions outstanding that have not been discharged, the RSUs shall be deemed to have not vested and shall only vest on the date that the performance conditions are satisfied, but provided such date is during the performance period;

(f) the number of RSUs granted under the RSU Plan to any one person in any 12-month period must not exceed 5% of the issued Shares calculated on the date of grant;
(g) the aggregate number of RSUs granted under the RSU Plan to any one consultant in any 12-month period must not exceed 2% of the issued Shares calculated on the date of grant;
(h) RSUs may not be granted under the RSU Plan to persons retained to provide Investor Relations Activities;
(i) subject to the other limitations and restrictions in the RSU Plan, the number of Shares that may be reserved for issuance in any fiscal year to any individual who is a non-employee director of the Company may not exceed for any such individual a grant date value of $150,000 in the aggregate under all of the Company’s share compensation arrangements;
(j) in order to settle an RSU, the Participant shall deliver an election notice to the Company within thirty (30) days following the vesting date and specifying a date for settlement which must be at least five (5) days following delivery of the notice but not more than ninety (90) days after the vesting date. On the settlement date RSUs will be settled by the Company through the delivery by the Company of such number of Shares equal to the number of RSUs then being settled or, at the Company’s election, an amount in cash, net of applicable taxes, equal to the market price of the Shares for each RSU then being settled;
(k) notwithstanding anything to the contrary in the RSU Plan, all RSUs shall be settled by no later than the fifth (5th) anniversary of their date of issue, failing which all such RSUs shall be deemed null and void and of no further effect;
(l) any unvested RSUs held by the Participant at the date the Participant ceased to be eligible under the RSU Plan, shall be terminated as of such date, and shall not thereafter entitle the Participant or its estate or legal representative to any RSUs, Shares or cash payment; and any vested RSUs held by the Participant at the date the Participant ceased to be eligible under the RSU Plan and which has not yet been settled, shall be settled within thirty (30) days of such date;
(m) if an RSU has performance conditions attached to it that remain unsatisfied at the date the Participant ceased to be eligible under the RSU Plan, the RSU shall be deemed to not have vested;
(n) subject to the terms and conditions in a Participant's written employment agreement with the Company, if any, in the event of a change-of-control, (i) all vested RSUs shall be paid out in cash as at the change-of-control date; and (ii) all unvested RSUs shall vest immediately prior to the change-of- control date and shall be paid out in cash as at the change-of- control date; and
(o) the Company will be required to obtain disinterested Shareholder approval prior to any of the following becoming effective:
a. the RSU Plan, together with all of the Company’s other share compensation arrangements, could result at any time in:
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i. the aggregate number of Shares reserved for issuance under all of the Company’s share compensation arrangements to insiders exceeding 10% of the outstanding Shares;
ii. the number of RSUs issued to insiders within a one-year period exceeding 10% of the outstanding Shares; or,
iii. the issuance to any one Participant, within a 12-month period, of a number of RSUs exceeding 5% of Shares.

The Board and management recommend the adoption of the resolution approving the RSU Plan (the “RSU Plan Resolution”).

To be effective, the RSU Plan must receive disinterested Shareholder approval. Therefore, the RSU Plan Resolution must be approved by not less than a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the Shares held or controlled by the following insiders of the Company to whom RSUs may be granted under the RSU Plan: (i) Michael Bandrowski – 2,762,700 Shares; (ii) Jim Kirke – 600,000; (iii) Nick Tintor – 498,000 Shares; (iv) William Williams – 250,500 Shares; (v) Richard Mazur – 662,840 Shares; and (vi) Ken Engquist – nil Shares.

The text of the RSU Plan Resolution to be submitted to Shareholders at the Meeting is set forth below:

“NOW THEREFORE BE IT RESOLVED THAT:

The Restricted Share Unit Plan (the “ RSU Plan ”) of the Company, as adopted by the board of directors (the “ Board ”) and substantially in the form presented to the Shareholders (the “ Shareholders ”) of the Company, is hereby approved; and
The approval of the RSU Plan by the Board is hereby ratified and confirmed by the Shareholders and any one director or officer of the Company is hereby authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.”

The Board recommends that Shareholders vote FOR the RSU Plan Resolution. Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the Management Proxyholders intend to vote FOR the RSU Plan Resolution.

CORPORATE GOVERNANCE DISCLOSURE

The Board recognizes the importance of corporate governance in the effective management of the Company and for the benefit of its employees and Shareholders. The Company’s approach to corporate governance issues is designed with a view to ensuring that the business and affairs of the Company are effectively managed in order to grow Shareholder value.

In June 2005, National Policy 58-201 – Corporate Governance Guidelines (the “Governance Guidelines”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “Governance Disclosure Rule”) were adopted by the securities regulatory authorities in Canada. The Governance Guidelines deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of Board members and other items dealing with sound corporate governance

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practices. The Governance Disclosure Rule requires that, if management of an issuer solicits proxies from its security holders for the purpose of electing directors, specified disclosure of its corporate governance practices be included in its management information circular. As required by the Governance Disclosure Rule and other applicable regulatory instruments, the following disclosure describes the Company’s corporate governance policies and initiatives.

BOARD OF DIRECTORS

The Board is responsible for the stewardship of the Company and for the supervision of the management of the business and affairs of the Company and is responsible for oversight of management, financial and risk matters, business strategy, communications and reporting, and corporate governance. The Board discharges its responsibility for overseeing the management of the Company’s business by delegating to the Company’s senior officers the responsibility for day-to-day management of the Company.

The Board’s responsibilities include, among other things:

adopting a succession planning process and participating in the selection, appointment and development, of the Chief Executive Officer and other senior executives;
through its committees, adopting a process for the evaluation and compensation of the Chief Executive Officer and other senior executives;
promoting a culture of integrity throughout the Company consistent with the Company’s Code of Conduct;
overseeing the reliability and integrity of accounting principles and practices followed by management, of the financial statements and other publicly-reported financial information, and of the disclosure principles and practices followed by management;
overseeing the integrity of the Company’s internal controls and management information systems by adopting appropriate internal and external audit and control systems;
reviewing and approving an annual operating budget for the Company and its subsidiaries on a consolidated basis and monitoring the Company’s performance against such budget;
approving annual and, either directly or through the Audit Committee, quarterly financial statements and the release thereof by management;
reviewing and discussing with management the processes utilized by management with respect to risk assessment and risk management;
adopting a strategic planning process pursuant to which management develops and proposes, and the Board reviews and approves, significant corporate strategies and objectives, taking into account the opportunities and risks of the business;
reviewing and approving all major acquisitions, dispositions and investments and all significant financings and other significant matters outside the ordinary course of the Company’s business;
reviewing management’s implementation of appropriate community and environmental stewardship and health and safety management systems, taking into consideration applicable laws, Company policies and accepted practices in the mining industry;
overseeing the Company’s continuous disclosure program with a view to satisfying itself that material information is disseminated in a timely fashion;
overseeing the development of the Company’s approach to corporate governance;
taking appropriate steps to remain informed about the Board’s duties and responsibilities and about the business and operations of the Company;
ensuring that the Board receives from senior executives the information and input required to enable the Board to effectively perform its duties;
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developing and approving position descriptions for the Chair of each Board committee, and measuring the performance of those acting in such capacities against such position descriptions; and
overseeing, through one or more committees, the review of the effectiveness of the Board, its committees and individual directors on an annual basis.

Board Meetings

The Board holds a minimum of four regularly scheduled meetings per year. Prior to the end of each year, the management team proposes a schedule of Board meetings for the following calendar year for consideration by the Board. Additional meetings may be held from time to time as necessary or appropriate. The agenda and the related information and data that is important to the Board’s understanding of the business to be discussed for each regularly scheduled meeting and, where feasible, each special meeting, is distributed sufficiently in advance of the meeting to provide a reasonable opportunity for review, except when such material is too sensitive to be put in writing.

Independence

The Board has the responsibility to ensure that appropriate structures and procedures are in place to permit the Board to function independently of management. The Board is currently comprised of five (5) directors. The Board has determined that three out of the five current members are independent directors.

Nick Tintor (Chair of the Board and Interim Chair of the Audit Committee), William Williams and Ken Engquist are each considered independent directors of the Company. The non-independent members of the Board are Richard Mazur, who served as the Chief Executive Officer of the Company until July 7, 2020, and Mike Bandrowski, the Company’s current President and Chief Executive Officer.

If the proposed nominees put forth are elected at the Meeting, the Board will be comprised of six (6) directors, of whom four (4) will be considered independent directors.

Chief Executive Officer

The Chief Executive Officer (the “CEO”) is the senior management officer of the Company. As such, the CEO is the leader of an effective and cohesive management team for the Company; sets the tone for the Company by exemplifying consistent values of high ethical standards, integrity and fairness; leads the Company in defining its vision; is the main spokesperson for the Company; and bears the chief responsibility to ensure the Company meets its short-term operational and long-term strategic goals and objectives. The CEO works with, and is accountable to, the Board with due regard to the Board’s requirement to be informed and to be independent.

Other Directorships

The Board does not believe that its members should be prohibited from serving on boards and committees of other organizations that do not conflict or otherwise interfere with the director’s duties to the Company. However, board and committee service requires significant time and attention in order to properly discharge director responsibilities. Directors are required to inform the Chair of the Board prior to joining the board of another public Company to ensure that a conflict would not arise.

The following directors hold directorships in other reporting issuers.

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Director	Reporting Issuer
Nick Tintor	Benz Mining Corp. Bald Eagle Gold Corp. Adyton Resources Corporation BenzCapitalCorp.
Mike Bandrowski	Caprock Mining Corp.
William Williams	Western Copper and Gold Corporation
Richard Mazur	Forum Energy Metals Corp. IMPACT Silver Corp. Midnight Sun Mining Corp.

Orientation and Continuing Education

The Board and the Company’s senior management conduct orientation programs for new directors. Board meetings are combined where necessary with presentations by the Company’s management to give the directors, and particularly new directors, additional insight into the Company’s business. In addition, management of the Company makes itself available throughout the year for discussion with all Board members.

The Board also focuses on continued development of its directors. The CGCN supports this focus in part through its assessment of the effectiveness of the Board and individual directors, including its recommendations for dealing with perceived weaknesses or gaps in expertise. In addition, among other things, directors attend mining industry conferences to keep abreast of market trends and other significant developments and undertake continuing professional development in relation to their professional qualifications. The Board has unrestricted access to the Company’s lawyers, auditors and technical consultants and may engage separate counsel and consultants as necessary in the course of carrying out its duties.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics (the “ Code ”) for the Company’s directors, officers and employees. The Code embodies the commitment of the Company and its subsidiaries to conduct its business in accordance with all applicable laws, rules and regulations, and high ethical standards.

The actions of all the Company’s employees, consultants, officers and directors shall reflect honesty, integrity and impartiality that is beyond doubt and all business should be done in a manner that:

complies with laws, rules and regulations;
avoids conflicts of interest;
protects confidential information; and
adheres to good disclosure practices, in accordance with applicable legal and regulatory requirements.

The Company expects that each of its directors, officers and employees conduct themselves ethically and within the confines of professional behaviour, including avoidance of conflicts of interest, protection and proper use of the Company’s technology and information, compliance with laws, rules and regulations, and reporting of illegal or unethical behaviour. The Company encourages all employees, consultants, officers and directors to submit good faith complaints or concerns regarding to the Company without fear of reprisal.

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Copies of the Code are available on the Company’s website at www.bigridgegold.com/corporate/governance.

Board Term and Age Limits

The Board believes that there is value to having continuity of directors who have experience with the Company, and who are evaluated through a robust annual assessment process, to ensure appropriate board renewal. Accordingly, there are no limits on the number of terms for which a director may hold office. The Board also believes that qualified directors should be able to continue serving for as long as they are able to make a meaningful contribution and serve in the best interests of the Company. As such, the Board does not believe that there should be a mandatory retirement age for directors.

COMMITTEES OF THE BOARD

The Company has established three committees which support the overall oversight responsibilities of the Board. These include:

The Audit Committee, which oversees the Company’s accounting and financial reporting processes and external audits of the Company’s consolidated financial statements;
The Corporate Governance, Compensation and Nominating (“CGCN”) Committee, which is responsible for:
Providing review, oversight and guidance over the Company’s corporate governance;
Developing and managing the Company’s compensation strategies, policies, and practices; and
o Assessing and recommending changes to composition of the Board of Directors relative to the competencies, experience and other characteristics needed for the Board to function effectively in its oversight role, including the identification of suitable director candidates; and
The Technical and Sustainability Committee, which is charged with assisting the Board in its oversight of operational matters as well as the Company’s environmental, health and safety, and corporate social responsibility performance at of the Company’s projects and properties and in the communities in which the Company operates.

Disclosure relating to each committee and its principal activities is set out below.

AUDIT COMMITTEE

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting process of the Company and external audits of its consolidated financial statements. In connection therewith, the Committee assists the Board in fulfilling its oversight responsibilities in relation to the Company’s internal accounting standards and practices, financial information, accounting systems and procedures, financial reporting and statements, and the nature and scope of the annual external audit. The Audit Committee also recommends for Board approval the Company’s audited annual consolidated financial statements, MD&A and other mandatory financial disclosure.

The members of the Audit Committee are appointed annually by the Board. The Audit Committee is currently comprised of Messrs. Tintor (Interim Chair), Williams and Mazur, each of whom is financially literate, meaning that the director has the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that can reasonably be expected to be

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raised by the Company’s financial statements. Messrs. Tintor and Williams are both considered independent (Mr. Mazur is not considered independent as he served as the Company’s CEO until July 2020). Management expects that in the event that Ms. Bates is elected to the Board of the Company at the Meeting, she will be appointed to the Audit Committee and Mr. Tintor will step down.

The Company’s Audit Committee Charter is attached as Attachment “A” to this Circular.

The following is a summary of the relevant education and experience of the members of the Audit Committee.

Relevant Education and Experience

Nick Tintor (Interim Chair) is a mining executive and geologist who holds a Bachelor of Science in Geology from the University of Toronto and has more than 30 years of experience in the Canadian mining industry. For the past 20 years, he has been involved in all aspects of junior mining company management from project generation, to finance and executive management. He also brings deep global relationships in the mining industry and especially in the Canadian resources investment banking sector.

William C. Williams, Ph.D., CPG is an economic geologist with nearly 40 years’ experience related to the exploration and development of mining and oil & gas projects as well as oversight of mining operations. He provides consulting services to the mining industry with a focus on M & A analyses, risk analysis, project management, and permitting strategies. He is a Director of Western Copper and Gold and recently served as the Interim CEO and Director of Detour Gold Corporation as well as a Director and COO of Zinc One Resources Inc., with whom he led the team that made the discovery of the Mina Chica zinc-oxide deposit in the Bongará district, north-central Peru. He is the former CEO, President, and Director of Orvana Minerals Corp., prior to which he was a Vice President for Phelps Dodge Exploration overseeing activity in the Americas, which included the discovery of the Haquira porphyry copper deposit in Peru. He holds a Ph.D. in Economic Geology from the University of Arizona and is a Certified Professional Geologist.

Richard Mazur, P. Geo, MBA , the former CEO of the Company from April 2004 to June 2020, is President, CEO and Director of Forum Energy Metals Corp; a director and Audit Committee member of Impact Silver Corp.; and a director and Audit Committee Chairman of Midnight Sun Mining Corp. Mr. Mazur is a geoscientist who has held positions in the international exploration and mining industry for over 45 years as a project geologist, financial analyst and senior executive on uranium, gold, base metals, and industrial minerals projects. Mr. Mazur graduated with a B.Sc. in Geology from the University of Toronto in 1975 and obtained an MBA from Queen’s University in 1985. Mr. Mazur worked for seven years (1985 to 1991) as an integral member of the Canamax Resources Inc. management team that discovered, financed and built three Canadian gold mines, two of which currently remain in production.

A copy of the mandate of the Audit Committee is available on the Company’s website at www.bigridgegold.com/corporate/governance.

CORPORATE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE

The Corporate Governance Compensation and Nominating (“CGCN”) Committee is a committee of the Board charged with assisting the Board in:

establishing and monitoring the Company’s policies and practices relating to corporate governance;
monitoring, reviewing, developing, and approving the Company’s compensation policies and practices, and administering the Company’s share-based compensation plans, and annually reviewing the CEO’s compensation and the CEO’s recommendations regarding other senior officer compensation; and
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assessing the composition and effectiveness of the Board and its directors, including the nomination of director candidates and the development and implementation of criteria to evaluate the suitability of director candidates relative to the requirements of the Company and the Board.

The members and the Chair of the Committee are appointed annually by the Board. The Committee consists of a minimum of three directors of the Company, a majority of whom must be independent directors, and is currently comprised of Messrs. Williams (Chair), Tintor, and Mazur.

A copy of the mandate of the CGCN Committee is available on the Company’s website at www.bigridgegold.com/corporate/governance.

TECHNICAL AND SUSTAINABILITY COMMITTEE

The Technical and Sustainability (“T&S”) Committee is a committee of the Board charged with assisting the Board in its oversight of operational matters as well as the Company’s environmental, health and safety, and corporate social responsibility performance at of the Company’s projects and properties and in the communities in which the Company operates.

The members and the Chair of the T&S Committee are appointed annually by the Board. The T&S Committee consists of a minimum of three directors, a majority of whom must be independent directors, and each member of the T&S Committee should have a general familiarity with the mining industry, including environmental, health and safety, and corporate responsibility practices. In addition, the majority of the members of the T&S Committee should have a technical background in mine development and operations relating to public companies.

The Committee is currently comprised of Messrs. Mazur (Chair), Tintor, and Engquist.

A copy of the mandate of the Technical and Sustainability Committee is available on the Company’s website at www.bigridgegold.com/corporate/governance.

EXTERNAL AUDITORS

Pre-Approval Policies and Procedures

All services to be performed by the Company’s independent auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than any de minimis non-audit services allowed by applicable law or regulation.

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External Auditor Service Fees (By Category)

The aggregate fees billed or expected to be billed by the Company's external auditors in each of the last three fiscal years are as follows:

Financial Year Ended	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
June 30, 2021	$35,000	Nil	Nil	Nil
June 30, 2020	$25,000	$7,500	Nil	Nil
June 30, 2019	$15,000	Nil	Nil	Nil

COMPENSATION OF EXECUTIVE OFFICERS

Named Executive Officers

In this section, Named Executive Officer (“NEO”) means the Chief Executive Officer, the Chief Financial Officer and each of the three most highly-compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

For the purposes of the following disclosure, the following persons are each an NEO:

Mike Bandrowski, President and Chief Executive Officer from July 7, 2020 to the date of this Circular
Jim Kirke, Chief Financial Officer in the period from August 31, 2020 to the date of this Circular
Richard Mazur, Chief Executive Officer in the period from July 1, 2019 to July 7, 2020
Marian (Mike) Koziol, President in the period from July 1, 2019 to July 7, 2020
Ron Schmitz, Chief Financial Officer in the period from February 11, 2020 to August 31, 2020

Compensation Discussion and Analysis

This report has been prepared by the Board. The Board assumes responsibility for reviewing and monitoring the compensation for the senior management of the Company and as part of that mandate determines the compensation of the President and Chief Executive Officer and the Chief Financial Officer.

Philosophy and Objectives

The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

(a) attracting and retaining talented, qualified and effective executives;
(b) motivating the short and long-term performance of these executives; and
(c) better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company has employed a combination of base salary, bonus compensation and equity participation through its stock option plan.

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Base Salary

In the view of the Board, paying base salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives.

Short- and Long-Term Incentive Compensation

The Company’s primary objective is to aim to achieve certain strategic objectives and milestones. The Board approves short-term and long-term incentive compensation, which is dependent upon the Company and the NEOs meeting those strategic objectives and milestones and is expected to be paid in the form of stock options and RSUs. While certain NEOs were awarded options during the year ended June 30, 2021, no RSUs were awarded in the year.

Equity and Equity-Like Participation

The Board believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation was accomplished in the most recently completed fiscal year through the Company’s Share Option Plan and in the future will also be achieved through grants under the RSU Plan. Stock options are granted taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses, and competitive factors.

In addition, on June 7, 2021, the Board adopted a cash-settled Deferred Share Unit Plan (“DSU Plan”) under which the Board may, from time to time and at its entire discretion, grant Deferred Share Units (“DSUs”) to its directors, officers, and employees. DSUs are notional units, equivalent in value to a common share of the Company. DSUs awarded under the DSU Plan are redeemable upon termination of service. The DSUs so redeemed are settled in cash.

Compensation of the NEOs

The compensation of each of the NEOs is approved annually by the Board upon the recommendations of the Corporate Governance, Compensation and Nominating Committee. The Board reviews the grants of stock options on an annual basis.

During the fiscal year ended June 30, 2021, a total of 1,225,000 options and 344,347 DSUs were granted to the NEOs in respect of their services as NEOs.

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Summary Compensation Table

The compensation paid to the NEOs during the Company’s three most recently completed financial years is as set out below and expressed in Canadian dollars unless otherwise noted:

Name and principal position	Year ended June 30	Salary and Manage- ment fees ($)	Grant date fair value of Share- based awards ($)	Grant date fair value of Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compen- sation ($)	Total compen- sation ($)
					Annual incent- ive plans ($)	Long- term incentive plans ($)
Mike Bandrowski President and CEO(1)(7)(8) (10)	2021 2020	180,000 Nil	35,000 Nil	71,966 Nil	Nil Nil	Nil Nil	Nil Nil	75,000 Nil	361,966 Nil
Jim Kirke CFO(2)(7)(8)(10)	2021	96,667	25,000	14,393	Nil	Nil	Nil	Nil	136,060
Marian (Mike) Koziol Former President (3)(6)	2021 2020 2019	Nil 110,000 156,000	Nil Nil Nil	Nil Nil 13,285	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 110,000 169,285
Richard Mazur Former CEO(4)(6)(9)	2021 2020 2019	21,000 42,000 42,000	Nil Nil Nil	Nil Nil 13,285	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	21,000 42,000 55,285
Ron Schmitz Former CFO(5)(7)	2021 2020	15,245 25,465	Nil Nil	1,799 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	17,044 25,465

Notes:

1 Prior to his appointment as President and Chief Executive Officer on July 7, 2020, Mr. Bandrowski provided financial consulting and strategic planning services to the Company under a consulting contract between the Company and a company controlled by Mr. Bandrowski. As compensation for these services, Mr. Bandrowski was entitled to a success fee of $75,000 upon completion of the acquisition of Empress Resources Corp. by the Company. This acquisition closed on July 7, 2020, at which time the fee became payable to Mr. Bandrowski.

2 Mr. Kirke was appointed as the Chief Financial Officer of the Company on August 31, 2020.
3 Mr. Koziol resigned as President of the Company on July 7, 2020.

The total fees paid to Mr. Koziol during the fiscal year ended June 30, 2020, are net of a settlement made between the Company and Mr. Koziol prior to his resignation that reduced the Company’s indebtedness to Mr. Koziol by $25,000.

4 Mr. Mazur resigned as CEO of the Company on July 7, 2020. The Company paid fees amounting to $21,000 to Mr. Mazur in respect of transitional assistance and not in his capacity as a director of the Company. All other compensation paid or awarded to Mr. Mazur in the year ended June 30, 2021, related to his service as a director of the Company and is detailed under the “Director Compensation” section of this Circular.

5 Mr. Schmitz resigned as Chief Financial Officer of the Company on August 31, 2020.
6 The fair value of options awarded to Mr. Koziol and Mr. Mazur in the fiscal year ended June 30, 2019, was estimated using the BlackScholes option pricing model with the following assumptions: risk-free interest rate of 1.50%; estimated future volatility of 154.12%; a Nil expected dividend yield; and an expected life of five years. The Company chose this methodology because it is the most commonly used method of valuing options.
7 The fair value of options awarded to Mr. Bandrowski, Mr. Schmitz and Mr. Kirke in the fiscal year ended June 30, 2021, was estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.25%; estimated future volatility of 80%; a Nil expected dividend yield; and an expected life of two years. The Company chose this methodology because it is the most commonly used method of valuing options.
8 DSUs were awarded to Messrs. Bandrowski and Kirke on June 7, 2021, subject to a confirmation by the TSXV that it had no issues with respect to the DSU Plan. This confirmation was obtained on June 30, 2021.
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9 Mr. Mazur was awarded options, DSUs and director fees during the year ended June 30, 2021, in connection with his duties as a director of the Company. Disclosure of these elements of Mr. Mazur’s compensation is provided in the “Director Compensation” section of this Circular.
10 Mr. Bandrowski was awarded 200,869 DSUs, and Mr. Kirke was awarded 143,478 DSUs. The DSUs vest on December 31, 2021 and are settled in cash upon termination of service.

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

During the year ended June 30, 2021, the Company awarded options to purchase 1,225,000 Common Shares to its NEOs. The following table details all outstanding options granted to NEOs as at June 30, 2021. Disclosures related to outstanding options held by Richard Mazur, the Company’s former CEO, are covered under the “Director Compensation” section of this Circular.

The number of shares covered by each option and the related exercise price have been adjusted where necessary to reflect the 1:5 consolidation of the Company’s common shares on July 2, 2020.

	Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date(s)	Value of unexercised vested in- the-money options ($)1	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)(1)
Mike Bandrowski President and CEO	1,000,000	0.20	31-Aug-23	180,000	200,869	76,330
Jim Kirke CFO	200,000	$0.20	31-Aug-23	36,000	143,478	54,522

Notes:

1 Based on the closing price of the Company’s common shares on the TSXV on June 30, 2021 of $0.38.

Incentive Plan Awards – Value Vested or Earned During the Year

During the year ended June 30, 2021, the Company awarded options to purchase a total of 1,225,000 Common Shares to the NEOs. All options awarded to the NEOs in 2021 vested immediately upon grant. In addition, the Company awarded a total of 344,347 DSUs to the NEOs, each of which vests on December 31, 2021.

The following table illustrates the value earned or vested by each NEO during the year ended June 30, 2021, calculated by multiplying the number of options vesting by the difference between the market price of the Common Shares on the vesting date and the exercise price of the option.

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Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Mike Bandrowski President and CEO	Nil	Nil	Nil
Jim Kirke CFO	Nil	Nil	Nil
Marian (Mike) Koziol Former President	Nil	Nil	Nil
Richard Mazur Former CEO	Nil	Nil	Nil
Ron Schmitz Former CFO	Nil	Nil	Nil

See “Securities Authorized Under Equity Compensation Plans” below for further information on the Company’s Share Option Plan.

No share options were re-priced on behalf of the NEO’s during the financial year ended June 30, 2021, other than to restate the terms of options awarded to NEO’s prior to July 2, 2020, to reflect the 1:5 consolidation of the Company’s common shares on July 2, 2020.

The Company does not have any pension plan or similar arrangements.

Termination and Change-of-Control Benefits

Mike Bandrowski, President and Chief Executive Officer

The Company and Mr. Bandrowski entered into an employment agreement dated June 1, 2021. The agreement states that if the Company terminates Mr. Bandrowski’s employment without cause, Mr. Bandrowski will be entitled to a lump-sum payment equal to 12 months of his base salary and an additional month of his base salary for every year worked prior to the date of termination, plus a lump-sum payment equal to any STI bonus declared but unpaid as at the date of termination. In addition, any unvested options and other share-based incentives would vest immediately, with the period for exercising such options extended for a period of 90 days following the date of termination, and other share-based incentives for a period of 30 days following the date of termination.

If there is a change-of-control (as defined in the employment agreement), Mr. Bandrowski will be entitled to an amount equal to 24 months of his base salary plus a lump-sum payment equal to any STI Bonus declared but not paid as at the date of the change-of-control. In addition, any unvested options and other share-based incentives would vest immediately, with the period for exercising such options extended for a period of 90 days following the date of termination, and other share-based incentives for a period of 30 days following the date of termination.

Jim Kirke, Chief Financial Officer

The Company and Mr. Kirke entered into an employment agreement dated June 1, 2021. The agreement states that if the Company terminates Mr. Kirke’s employment without cause, Mr. Kirke will be entitled to a lump-sum payment equal to 12 months of his base salary and an additional month of his base salary for every year worked prior to the date of termination, plus a lump-sum payment equal to any STI bonus

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declared but unpaid as at the date of termination. In addition, any unvested options and other share-based incentives will vest immediately, with the period for exercising such options extended for a period of 90 days following the date of termination, and other share-based incentives for a period of 30 days following the date of termination.

If there is a change-of-control (as defined in the employment agreement), Mr. Kirke will be entitled to an amount equal to 24 months of his base salary plus a lump-sum payment equal to any STI Bonus declared but not paid as at the date of the change in control. In addition, any unvested options and other share-based incentives would vest immediately, with the period for exercising such options extended for a period of 90 days following the date of termination, and other share-based incentives for a period of 30 days following the date of termination.

Other than the above, there are no compensatory plan(s) or arrangement(s), with respect to the NEOs resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of the NEO’s responsibilities following a change-of-control.

The following table provides detail regarding the estimated payments to each NEO on a termination without cause or following a change of control, assuming a triggering event occurred on the last business day of the Company’s most recently completed financial year.

	Severance Payment	Severance Payment
	Termination Resulting in Severance	Termination following Change of

	Payment	Control Resulting in Severance Payment
Name and Principal Position	$	$
Mike Bandrowski Director, President and CEO	180,000	360,000
Jim Kirke CFO	140,000	280,000

DIRECTOR COMPENSATION

The Company began to pay its non-employee directors fees for their services with effect from April 1, 2021, as described below. This compensation takes the form of an annual retainer of $16,000 for each director and an additional $4,000 retainer in respect of committee membership. Directors are also eligible to receive DSUs under the DSU Plan, such DSUs being granted in addition to the retainer fees. DSUs awarded to directors are redeemable upon the director’s termination of service. The DSUs so redeemed are settled in cash.

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Non-employee directors may also provide services to the Company from time to time other than in the course of discharging their duties as directors. Compensation for such services is based on rates that would be charged by such non-employee directors for similar services to arm’s length parties.

Name	Fees earned ($)	Grant date fair value of Share- based awards ($)	Grant date fair value of Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compen- sation ($)	Total ($)
Nick Tintor	5,000	50,000(2)(3)	65,209(4)	Nil	Nil	5,000	125,209
William Williams	5,000	25,000(2)(3)	68,188(5)	Nil	Nil	Nil	98,188
Richard Mazur(1)	5,000	25,000(2)(3)	73,273(6)	Nil	Nil	Nil	103,273
Ken Engquist	5,000	25,000(2)(3)	58,880(7)	Nil	Nil	Nil	88,880
Jeremy Bond	Nil	Nil	14,390(8)	Nil	Nil	Nil	14,390
David Rhodes	Nil	Nil	14,390(8)	Nil	Nil	Nil	14,390
Duncan Gordon	Nil	Nil	14,390(8)	Nil	Nil	Nil	14,390
GaryZak	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mike Steeves	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Cowan	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

1 In addition to the director fees, DSUs and options paid or awarded to Mr. Mazur in the fiscal year ended June 30, 2021 and disclosed above, Mr. Mazur was paid a total of $21,000 during the same period in respect of transitional assistance to management. These fees relate to Mr. Mazur’s service as a former executive officer of the Company and are disclosed under the NEO Summary Compensation Table.
2 DSUs were awarded to Messrs. Tintor, Williams, Mazur, and Engquist on June 7, 2021, subject to a confirmation by the TSXV that it had no issues with respect to the DSU Plan. This confirmation was obtained on June 30, 2021.
3 Mr. Tintor was awarded a total of 286,956 DSU’s, and Messrs. Williams, Mazur, and Engquist were each awarded 143,478 DSUs. The DSUs vest on December 31, 2021 and are settled in cash upon termination of service.
4 The fair value of options awarded to Mr. Tintor in the fiscal year ended June 30, 2021, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 0.36%; estimated future volatility of 80%; a Nil expected dividend yield; and an expected life of 3 years. The Company chose this methodology because it is the most commonly used method of valuing options.

5 The fair value of options awarded to Mr. Williams in the fiscal year ended June 30, 2021, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 0.34%; estimated future volatility of 80%; a Nil expected dividend yield; and an expected life of 3 years. The Company chose this methodology because it is the most commonly used method of valuing options.

6 The fair value of options awarded to Mr. Mazur in the fiscal year ended June 30, 2021, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 0.37%; estimated future volatility of 80%; a Nil expected dividend yield; and an expected life of 2.7 years. The Company chose this methodology because it is the most commonly used method of valuing options.
7 The fair value of options awarded to Mr. Engquist in the fiscal year ended June 30, 2021, was estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.44%; estimated future volatility of 80%; a Nil expected dividend yield; and an expected life of 3 years. The Company chose this methodology because it is the most commonly used method of valuing options.
8 The fair value of options awarded to Messrs. Bond, Rhodes and Gordon in the fiscal year ended June 30, 2021, was estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.25%; estimated future volatility of 80%; a Nil expected dividend yield; and an expected life of 3 years. The Company chose this methodology because it is the most commonly used method of valuing options.
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Outstanding Share-based Awards and Option-based Awards

During the year ended June 30, 2021, the Company awarded a total of 2,700,000 options to its non-employee directors. Of this total, 1,200,000 options were awarded with immediate vesting, while the remaining 1,500,000 options were awarded with vesting according to the following schedule:

1/3 vesting immediately upon grant on June 30, 2021;
1/3 vesting on June 30, 2022; and
1/3 vesting on June 30, 2023.

The following table sets out all option-based awards and share-based awards outstanding as at June 30, 2021, for each director, excluding a director who is already set out in disclosure for a NEO of the Company. The number of shares covered by each option and the related exercise price have been adjusted to reflect the 1:5 consolidation of the Company’s common shares on July 7, 2020.

	Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised vested in- the-money options ($)1	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Nick Tintor	375,000 200,000	$0.305 $0.20	30-Jun-26 28-Oct-23	9,375 36,000	286,956	109,043
William Williams	375,000 200,000	$0.305 $0.20	30-Jun-26 20-Jan-24	9,375 36,000	143,478	54,522
Richard Mazur	375,000 200,000 50,000 5,000	$0.305 $0.20 $0.25 $0.50	30-Jun-26 31-Aug-23 19-Sept-23 27-Mar-22	9,375 36,000 6,500 Nil	143,478	54,522
Ken Engquist	375,000	$0.305	30-Jun-26	9,375	143,478	54,522

Notes:

1 Based on the closing price of the Company’s common shares on the TSXV on June 30, 2021 of $0.38.

The following table sets out the value vested or earned under incentive plans during the year ended June 30, 2021, for each director, excluding a director who is already set out in disclosure for a NEO for the Company.

Company.
Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Nick Tintor	Nil	Nil	Nil
William Williams	Nil	Nil	Nil
Ken Engquist	Nil	Nil	Nil
Richard Mazur	Nil	Nil	Nil
David Cowan	Nil	Nil	Nil
Gary Zak	Nil	Nil	Nil

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Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Mike Steeves	Nil	Nil	Nil

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, executive officers or employees of the Company and its subsidiaries, nor former directors, executive officers or employees of the Company and its subsidiaries were indebted to the Company or any of its subsidiaries, and no director or executive officer of the Company nor each nominee of the Company nor any associates or affiliates of the foregoing, were indebted to the Company or its subsidiaries or were indebted to another entity whose indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries since the beginning of the Company’s most recently completed financial year.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is its stock option plan, which was previously approved by shareholders on December 15, 2020 (the “Plan”), and which is proposed to be amended at the upcoming Meeting of Shareholders. For further details, see “Approval of Amended and Restated Share Option Plan”.

The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company and the alignment of their interests with those of the Company’s shareholders. The Plan is administered by the directors of the Company. The Plan provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. All options expire on a date not later than ten years after the date of grant of such option (although under the Amended Plan the outside expiry date for any new option grants shall be five years).

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The following table sets out equity compensation plan information as at the end of the financial year ended June 30, 2021:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	4,447,500	$0.26	6,165,112(1)
Equity compensation plans not approved by securityholders	-	-	-
Total	4,447,500	$0.26	6,165,112(1)

(1) If the Plan is amended at the Meeting of Shareholders as described herein under “Approval of Amended and Restated Share Option Plan”, the number of Shares remaining for issuance pursuant to the Amended Plan shall be 8,122,611. This Table does not reflect the 2,500,000 Shares that shall be issued under the RSU Plan if the RSU Plan is approved by Shareholders at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the directors and officers of the Company, except as disclosed in this Circular (see “Summary Compensation Table”), no director or executive officer of the Company, no person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, no nominee of the Company and no associate or affiliate of any of the foregoing persons have had or has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors or the appointment of auditors.

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MANAGEMENT CONTRACTS

Management functions of the Company are performed by the directors and executive officers of the Company. The Company does not currently have any management contracts.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Financial information is provided in the Company’s comparative financial statements and management discussion and analysis for its most recently completed financial year. The Company will provide to any person or company, upon request to the Secretary of the Company, one copy of any of the following documents:

a) the comparative financial statements of the Company filed with the applicable securities regulatory authorities for the Company’s most recently completed financial year in respect to for which such financial statements have been issued, together with the report of the auditor, related management’s discussion and analysis and any interim financial statements of the Company filed with the applicable securities regulatory authorities subsequent to the filing of the annual financial statements; and
b) the information circular of the Company filed with the applicable securities regulatory authorities in respect of the most recent annual meeting of shareholders of the Company which involved the election of directors.

Copies of the above documents will be provided free of charge to shareholders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a shareholder of the Company, who requests a copy of any such document. The foregoing documents are also available on SEDAR at www.sedar.com.

LEGAL PROCEEDINGS

The directors and senior officers of the Company are not aware of any material litigation outstanding, threatened or pending, as of the date hereof by or against the Company.

OTHER MATTERS

The Directors are not aware of any other matters which they anticipate will come before the Meeting as of the date of mailing of this Circular.

GENERAL

Unless otherwise specified, information contained in this Circular is given as November 4, 2021 and all amounts shown represent Canadian dollars.

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A Shareholder who wishes to submit a proposal to the Company must send such proposal to the Company such that it is received by the Company at least ninety (90) days before the anniversary date of the Notice of Meeting sent to Shareholders in connection with the previous annual meeting of Shareholders.

APPROVAL OF DIRECTORS

The contents of the Information Circular have been approved by the Board of Directors of the Company.

BY ORDER OF THE BOARD OF DIRECTORS OF BIG RIDGE GOLD CORP.

==> picture [129 x 64] intentionally omitted <==

Mike Bandrowski President and Chief Executive Officer

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APPENDIX A - AUDIT COMMITTEE MANDATE

1. PURPOSE

1.1 The Audit Committee (the “Committee” ) of Big Ridge Gold Corp. (the “ Company ”) will assist the Board of Directors of the Company (the “Board” ) in fulfilling its financial oversight responsibilities. The Audit Committee will review and consider in consultation with the auditors the Company’s financial reporting process, the system of internal control, and the audit process. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each Committee member must obtain an understanding of the principal responsibilities of Committee membership as well and the Company’s business, operations and risks.
1.2 The Board will revise this Mandate from time to time based on its assessment of the Company’s needs, legal and regulatory developments, and applicable best practices.

2. COMMITTEE COMPOSITION

2.1 The Committee will be composed of at least three Directors as designated by the Board and appointed thereafter annually at the first meeting of the Board after a meeting of the shareholders at which directors are elected and shall serve until the next annual meeting of shareholders or until their successors are duly appointed or until such member resigns, retires or is removed from the Committee by the Board. The Board may fill any vacancy in the Committee by appointment from among the Directors of the Company.
2.2 The Chair of the Committee shall be designated by the Board from among the Committee members.
2.3 Each member of the Committee must be financially literate or must become financially literate within a reasonable period after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.
2.4 The composition of the Committee shall satisfy all stock exchange and securities regulatory authority requirements applicable to the Company with respect to the independence of its members.

3. MEETINGS AND ORGANIZATION

3.1 The Chair will manage the affairs of the Committee ensuring accomplishment of the responsibilities and obligations detailed herein in an efficient manner.
3.2 The Committee shall meet in accordance with a schedule established each year by the Board, and at other times that the Committee may determine. The Committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.
3.3 Notice of the time and place of each meeting of the Committee must be given to each Committee member either by personal delivery, electronic mail, facsimile or other electronic means not less than 48 hours before the time of the meeting, but members may waive notice by attending the meeting.
3.4 A majority of members in attendance will constitute a quorum.
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3.5 Each member has one vote and in the case of a tie, the Chair holds the deciding vote.
3.6 The CEO will be advised of all meetings, will be provided with all materials distributed to members, and will be entitled to attend all Committee meetings.
3.7 Committee members may meet in camera without any members of management present.
3.8 Committee members will have full access to management of the Company to discuss any matter which the member may wish to discuss or obtain additional information on.
3.9 The Committee may request any officer or other employee of the Company, or any outside advisor, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee in pursuit of exercising its duties and responsibilities listed herein.

4. COMMITTEE DUTIES AND RESPONSIBILITIES

4.1 The Committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures.
4.1.1 The Committee shall recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company.
4.1.2 The Committee shall review the external auditors’ proposed audit scope and approach.
4.1.3 The Committee shall review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors.
4.1.4 The Committee shall review and recommend to the Board the compensation to be paid to the external auditors.
4.1.5 The Committee shall review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.
4.2 The Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments, and liabilities of the Company.
4.2.1 The Committee shall evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company.
4.2.2 The Committee shall ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts, or deficiencies in internal controls.
4.3 The Committee shall review the financial statements and financial information prior to its release to the public.
4.3.1 The Committee will review significant accounting and financial reporting issues, especially complex, unusual, and related-party transactions.
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4.3.2 The Committee will review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.
4.3.3 The Committee will review the Company’s draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements.
4.3.4 The Committee will meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered.
4.3.5 The Committee will review Management’s Discussion & Analysis respecting the annual reporting period prior to its release to the public.
4.3.6 The Committee will review and approve the interim financial statements prior to their release to the public.
4.3.7 The Committee will review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.
4.3.8 The Committee will review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.
4.4 All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) that are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the Committee.
4.4.1 The Committee may delegate to one or more independent members of the Committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the Committee at its next scheduled meeting.
4.4.1.1 The aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided or the services are brought to the attention of the Committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.
4.4.2 The Committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services.
4.4.3 The Committee will be informed of each non-audit service.
4.4.4 The Committee will not delegate its responsibilities to management.
4.5 The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters.
4.6 The Committee shall establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters.
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4.7 The Committee shall ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis.
4.8 The Committee shall review the policies and procedures in effect for considering officers’ expenses and perquisites.
4.8.1 The Committee shall perform other oversight functions as requested by the Board.
4.8.2 The Committee shall review and update this Mandate and receive approval of changes to this Mandate from the Board.
4.9 The Committee shall regularly update the Board about committee activities and make appropriate recommendations.

5. COMMITTEE RESOURCES AND AUTHORITY

5.1 The Committee shall have the resources and the authority appropriate to discharge its responsibilities.
5.1.1 The Committee can engage independent counsel and other advisors as it determines necessary to carry out its duties.
5.1.2 The Committee can set and pay the compensation for any advisors employed by the audit committee.
5.1.3 The Committee can communicate directly with the internal and external auditors.

6. PUBLICATION ON WEBSITE

6.1 This Mandate will be posted on Big Ridge Gold’s website: www.bigridgegold.com.
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APPENDIX B - AMENDED AND RESTATED SHARE OPTION PLAN

Dated for Reference: September 21, 2021

PURPOSE AND INTERPRETATION

Purpose

1.The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the TSX Venture Policies (or, if applicable, the NEX Policies) and any inconsistencies between this Plan and the TSX Venture Policies) (or, if applicable, the NEX Policies) will be resolved in favour of the latter.

Definitions

2.In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

(b) Associate has the meaning set out in the Securities Act;

(c) Black Out Period means the period during which designated Employees of the Company cannot trade the Common Shares pursuant to the Company’s policy respecting restrictions on employee trading which is in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an insider, that insider, is subject);

(d) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

(e) “ Cause ” means, with respect to a particular employee: (1) “cause” as such term is defined in the employment or other written agreement between the Company and the employee; or (2) in the event (1) does not apply, “cause” as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual's employment without notice or pay in lieu thereof;

(f) “ Change in Control ” means (1) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person, (2) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (3) the sale of all of the Shares to an unrelated person, or (4) the acquisition, directly or indirectly, by any person or group of Persons acting jointly or in concert (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender offer (which for certainty, includes a takeover bid) made directly to the Company’s stockholders ;

(g) CIC Date means the effective date of the Change in Control;

(h) Common Shares means common shares without par value in the capital of the Company providing such class is listed on the TSX Venture (or the NEX, as the case may be);

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(i) Company means Big Ridge Gold Corp. and all of its Affiliates and successors according to law;

(j) Consultant means an individual or Consultant Company, other than an Employee, Officer or Director that:

(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and

(iv) has a relationship with the Company or an Affiliate of the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;

(k) Consultant Company means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(l) Directors means the directors of the Company as may be elected from time to time; (m) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(n) Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

(o) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

(p) Effective Date for an Option means the date of grant thereof by the Board;

(q) Employee means:

(i) an individual who is considered an employee under the Income Tax Act (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Company or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

(r) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;

(s) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

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(t) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

(u) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

(v) Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

(w) NEX means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;

(x) NEX Issuer means a company listed on the NEX;

(y) NEX Policies means the rules and policies of the NEX as amended from time to time;

(z) Officer means a Board appointed officer of the Company;

(aa) Option means the right to purchase Common Shares granted hereunder to a Service Provider;

(bb) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Service Provider;

(cc) Optioned Shares means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;

(dd) Optionee means the recipient of an Option hereunder;

(ee) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;

(ff) Participant means a Service Provider that becomes an Optionee;

(gg) Person includes a company, any unincorporated entity, or an individual;

(hh) Plan means this share option plan, the terms of which are set out herein or as may be amended;

(ii) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §6;

(jj) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;

(kk) Securities Act means the Securities Act (British Columbia) or any successor legislation;

(ll) Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(mm) Share Compensation Arrangement means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;

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(nn) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting;

(oo) TSX Venture means the TSX Venture Exchange and any successor thereto; and (pp) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time.

Other Words and Phrases

3.Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, the NEX Policies).

Gender

4.Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

SHARE OPTION PLAN

Establishment of Share Option Plan

5.The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

6.The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan is 12,570,111 Plan Shares (“ Maximum Plan Shares ”), unless this Plan is amended pursuant to the requirements of the TSX Venture Policies and, if applicable, the NEX Policies.

Eligibility

7.Options to purchase Common Shares may be granted hereunder to Service Providers from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under the Plan

8.All Options granted under the Plan will be evidenced by an Option Commitment, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

9.Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Issue

10.Subject to §6.4, the following restrictions on issuances of Options are applicable under the Plan:

(a) no Service Provider can be granted an Option if that Option would result in the total number of Options granted to such Service Provider in the previous 12 months to exceed 5% of the Outstanding Shares, calculated on the date of grant (unless the Company has obtained Disinterested Shareholder Approval to do so);

(b) no Options can be granted under the Plan if the Company is on notice from the TSX Venture to transfer its listed shares to the NEX;

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(c) the aggregate number of Options granted to Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated on the date of grant, without the prior consent of the TSX Venture;

(d) the aggregate number of Options granted to any one Consultant in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated on the date of grant, without the prior consent of the TSX Venture; and

(e) subject to the other limitations and restrictions in this Plan, the number of Common Shares that may be reserved for issuance in any fiscal year to any individual Service Provider who is a non-employee director may not exceed for any such individual a grant date value of $100,000 in Options or $150,000 in the aggregate under all Share Compensation Arrangements.

Options Not Exercised

11.In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for Cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan, and added back to the Maximum Plan Share total, and will be eligible for re-issuance.

Powers of the Board

12.The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

(a) allot Common Shares for issuance in connection with the exercise of Options; (b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company’s tier classification thereunder;

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do;

(e) amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Service Providers (before a particular Option is granted) subject to the other terms hereof; and

(f) extend the expiry date of an Option by up to ten (10) Business Days if the expiry date would otherwise occur during a Black Out Period.

Terms or Amendments Requiring Disinterested Shareholder Approval

13.The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Plan, together with all of the Company’s other Share Compensation Arrangements, could result at any time in:

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(i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares;

(ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares; or,

(iii) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of Outstanding Shares; or

(b)

any reduction in the Exercise Price of an Option previously granted to an Insider.

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

14.The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Discounted Market Price.

Term of Option

15.An Option can be exercisable for a maximum of five years from the Effective Date.

Option Amendment

16.Subject to §13(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, and the date of the last amendment of the Exercise Price.

17.An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §15.

18.Any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option.

Vesting of Options

19.Subject to §20, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, the vesting of Options will be generally subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

20.Notwithstanding §19 and 3.8,

(a) Options granted to Consultants conducting Investor Relations Activities will vest:

(i) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or

(ii) such longer vesting period as the Board may determine; and

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(b) The vesting period for Options granted to Consultants conducting Investor Relations Activities may not be accelerated without prior approval of the TSX Venture.

Change in Control

21.Notwithstanding anything to the contrary contained in the Plan or in an Option Commitment, but subject to Section 3.7(b), in the event of a Change in Control, all unvested Options shall vest immediately prior to the CIC Date and their holders shall be entitled to exercise their Options immediately prior to the CIC Date.

Optionee Ceasing to be Director, Employee or Service Provider

22.No Option may be exercised after the Service Provider has left his employ/office or has been advised by the Company that his services are no longer required or his service contract has expired, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any times prior to the expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option has vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and

(c) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

Non Assignable

23.Subject to §22, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

24.The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

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(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §24;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §24, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §24, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company’s principal executive office) that the Company may designate and who will be granted access to all appropriate records. Such determination will be binding upon the Company and all Optionees.

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

25.Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof.

Manner of Exercise

26.An Optionee who wishes to exercise his Option may do so by delivering

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price by the Optioned Shares being acquired.

Delivery of Certificate and Hold Periods

27.As soon as practicable after receipt of the notice of exercise described in §26and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate to the Optionee for the appropriate number of Optioned Shares. Such certificate issued will bear a legend stipulating any resale restrictions required under applicable securities laws. Further, if the Exercise Price is set below than the then current market price of the Common Shares on the TSX Venture or if the Optionee

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is an Insider, the certificate will also bear a legend stipulating that the Optioned Shares are subject to a fourmonth TSX Venture hold period commencing the date of the grant of the Option.

GENERAL

Employment and Services

28.Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

No Representation or Warranty

29.The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

30.The Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

31.The Plan will become effective from and after September 21, 2021.

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APPENDIX C - RESTRICTED SHARE UNIT PLAN

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the TSX Venture Policies (or, if applicable, the NEX Policies) and any inconsistencies between this Plan and the TSX Venture Policies) (or, if applicable, the NEX Policies) will be resolved in favour of the latter.

Definitions

1.2 In this Plan

(a) " Affiliate " means a person that is affiliated within the meaning of Section 1(2) of the Securities Act (British Columbia), as amended, and includes those issuers that are similarly related, whether or not any of the issuers are corporations, companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities.

(b) " Associate " has the meaning assigned to it in the Securities Act (British Columbia), as amended.

(c) " Award Grant Agreement " means an agreement evidencing a Unit Award, substantially in the form attached hereto as Schedule “A”.

(d) " Awardee " means a Participant that, at the relevant time, holds a Unit Award.

(e) " Blackout Period " means a period in which the trading of Shares or other securities of the Company is restricted by any then in-effect corporate securities trading or disclosure policy or other policy of the Company then in effect.

(f) “ Board ” means the board of directors of the Company as it may be constituted from time to time.

(g) " Business Day " means a day that is not a statutory holiday and a day on which banks are open in Toronto, Ontario, Canada.

(h) “ Change in Control ” means (1) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person, (2) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (3) the sale of all of the Shares to an unrelated person, or (4) the acquisition, directly or indirectly, by any person or group of Persons acting jointly or in concert (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender offer (which for certainty, includes a takeover bid) made directly to the Company’s stockholders .

(i) “ CIC Date ” means the effective date of the Change in Control.

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(j) “ Code ” means the United States Internal Revenue Code of 1986 , as amended.
(k) " Company " means Big Ridge Gold Corp. or any successor thereto.

(l) " Disinterested Shareholder Approval " means the approval of a majority of the votes cast by all Shareholders at a meeting called for such purpose but excluding votes attaching to Shares beneficially owned by (i) the Person that holds the Unit Award or Restricted Share Unit that is the subject of an amendment under consideration at a meeting of Shareholders, (ii) individual Insiders entitled to participate in this RSU Plan, in the case of its implementation or an amendment to this RSU Plan, where such amendment requires a meeting of Shareholders to approve, and (iii) in the case of (ii) any Associates of the persons identified in (ii).

(m) " Eligible Consultants " means those individuals defined in TSXV Policy 4.4 as a "Consultant" and includes a "Consultant Company" within the meaning of such policy, as such policy may be amended, supplemented or replaced, from time to time,

(n) " Eligible Directors and Officers " means those individuals defined in TSXV Policy 4.4 as a "Director", as amended, supplemented or replaced, from time to time.

(o) " Eligible Employees " means those individuals defined in TSXV Policy 4.4 as an "Employee", as amended, supplemented or replaced, from time to time.

(p) " Expiry Date " has the meaning attributed thereto in Section 3.3.

(q) " Insider " has the meaning assigned to it in the Securities Act (British Columbia), as amended, and also includes an Associate or Affiliate of any person who is an Insider.

(r) " Investor Relations Activities " has the meaning given such term in TSXV Policy 1.1, as amended, supplemented or replaced, from time to time.

(s) " Market Price " means the average of the closing prices of the Shares on the TSXV, or such other exchange or exchanges on which the Shares are then traded, for the five (5) trading days immediately preceding the relevant date for determination.

(t) " Participant " means, in respect of this RSU Plan, persons that are Eligible Employees, Eligible Directors and Officers, or Eligible Consultants, who participate in this RSU Plan voluntarily.

(u) " Performance Conditions " means conditions, if any, imposed on a Unit Award which are required to be satisfied or discharged during the Performance Period in order that a Unit Award shall vest.

(v) " Performance Period " means the period of time during which Performance Conditions must be satisfied or discharged following which the Unit Award shall terminate unvested.

(w) " Restricted Share Units " or " RSU " means the right of an Awardee to receive one (1) Share or, at the election of the Company, a cash payment equal to the equivalent for one (1) Share, following the Vesting Period of a Unit Award and satisfaction of any required Performance Conditions in the Performance Period, subject to the terms and provisions set forth in this RSU Plan and the applicable Award Grant Agreement.

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(x) " RSU Plan " means this Restricted Share Unit Plan, as amended from time to time.
(y) " Settlement Date " has the meaning attributed thereto in Section 3.3.
(z) " Settlement Election " has the meaning attributed thereto in Section 3.3.
(aa) " Settlement Notice " has the meaning attributed thereto in Section 3.3.

(bb) Share Compensation Arrangement means this RSU Plan, any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to a Participant.

(cc) “ Shareholders ” means the holders of Shares.
(dd) " Shares " means the common shares of the Company.
(ee) " Stock Option Plan " means the stock option plan of the Company in effect from time to time, as such plan may be amended, varied or replaced.
(ff) " Tax Act " means the Income Tax Act (Canada), as amended from time to time.
(gg) “ TSXV " means the TSX Venture Exchange.
(hh) “ TSX Venture Policies ” means the rules and policies of the TSX Venture as amended from time to time.

(ii) " Unit Award " means an award of a Restricted Share Unit(s) under this RSU Plan.

(jj) “ U.S. Taxpayer ” means a Participant who is a U.S. citizen, U.S. permanent resident or U.S. tax resident or a Participant for whom a benefit under the RSU Plan would otherwise be subject to U.S. taxation under the Code, and the rulings and regulations in effect thereunder.

(kk) " Vesting Date " has the meaning attributed thereto in Section 3.2.

(ll) " Vesting Period " means the period of time which must pass as set out in Section 3.1 before which a Unit Award entitles the Awardee to the settlement of such Restricted Share Units.

Other Words and Phrases

1.3 Words and phrases used in this RSU Plan but which are not defined in the RSU Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, the NEX Policies).

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

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ARTICLE 2 UNIT AWARD GRANTS

2.1 Participation

Unit Awards may only be granted to Participants provided that the participation is voluntary. A Participant will not be entitled to receive a grant of a Unit Award after the date that the Participant ceases to be an Eligible Director and Officer, or an Eligible Employee, or an Eligible Consultant, in each case for any reason. The Board is responsible for ensuring and confirming that each Participant to whom Unit Awards are to be granted is a bona fide director, officer, employee or consultant (as the case may be).

2.2 Grant of Unit Awards

The Board may at any time authorize the granting of Unit Awards to such Participants as it may select for the number of Unit Awards that it shall designate, subject to the provisions of this RSU Plan. Each grant of a Unit Award shall specify the Performance Period and the Performance Conditions (if any) attached to it, and the Vesting Period applicable to the Unit Award (if different than as provided pursuant to Section 3.1.)

The date that a Unit Award is granted shall be the date such grant was approved by the Board.

Each Unit Award granted shall entitle the Participant to receive one (1) Restricted Share Unit.

2.3 Considerations in Granting Unit Awards

In determining the Participants to whom Unit Awards may be granted and the number of Unit Awards, the Board may take into account the following factors:

(a) compensation data for comparable benchmark positions among the Company's competitors;

(b) the duties and seniority of the Participant;

(d) individual and/or departmental contributions and potential contributions to the success of the Company; and

(e) such other factors as the Board shall deem relevant in connection with accomplishing the purposes of this RSU Plan.

2.4 Performance Period and Performance Conditions

A grant of a Unit Award may, but is not required to, have Performance Conditions attached to it, which conditions may be attached to the Unit Award by the Board.

2.5 Grant Agreements

Each Unit Award grant to a Participant shall be evidenced by an Award Grant Agreement with terms and conditions consistent with this RSU Plan and as approved by the Board (which terms and conditions need not be the same in each case and may be changed from time to time, subject to this RSU Plan, and the approval of any changes by the TSXV or such other exchange or exchanges on which the Shares are then traded).

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2.6 No Assurance of Future Unit Awards

For greater certainty and without limiting the discretion conferred on the Board, the Board's decision to approve the grant of a Unit Award in any year or at any time shall not require the Board to approve the grant of a Unit Award to any Participant in any other year or at any other time; nor shall the Board's decision with respect to the size or terms and conditions of a Unit Award in any year or at any time require it to approve the grant of a Unit Award of the same size or with the same Performance Period, Performance Conditions or other terms and conditions to any Participant in any other year or at any other time. No Participant has any claim or right, legal or equitable, to receive a Unit Award grant from the Company.

ARTICLE 3 VESTING AND SETTLEMENT OF UNIT AWARDS

3.1 Vesting

Except as otherwise provided in this RSU Plan or as otherwise determined by the Board at the time of the grant of a Unit Award, and subject to satisfaction of any associated Performance Conditions set out in a Participant's Award Grant Agreement during the relevant Performance Period, a Unit Award granted under this RSU Plan shall vest as follows:

(a) as to 1/3 of the Unit Award of Restricted Share Units, on the grant date of the Unit Award;

(b) as to 1/3 of the Unit Award of Restricted Share Units, on the day which is the first anniversary of the grant date of the Unit Award; and

(c) as to the remaining 1/3 of the Unit Award of the Restricted Share Units, on the day which is the second anniversary of the grant date of the Unit Award,

but provided the Participant is and has continuously been, in the case of an Eligible Director and Officer or Eligible Employee, an Eligible Director and Officer or Eligible Employee in service with the Company, or any of its Affiliates, from the grant date until the relevant date of vesting, and in the case of an Eligible Consultant, at the discretion of the Board. For greater certainty if a Unit Award shall vest in accordance with this Section 3.1 at a time when there remains Performance Conditions outstanding that have not been discharged, the Unit Award shall be deemed to have not vested and shall only vest on the date that the Performance Conditions are satisfied, but provided such date is during the Performance Period.

Concurrent with the determination to grant Restricted Share Units to a Participant, the Board shall determine the Vesting Period applicable to such Restricted Share Units (including vesting conditions); provided, however, that in no event shall the expiry date of the Vesting Period and settlement of Restricted Share Units be later than December 15 of the third calendar year following the calendar year in which the services were performed in respect of the corresponding Restricted Share Units granted or such later date as may be permitted under paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the Income Tax Act (Canada), as amended from time to time, or other applicable provisions thereof, so as to ensure that the DSU Plan is not considered to be a “salary deferral arrangement” for purposes of the Income Tax Act (Canada), and provided further that Restricted Share Units of U.S. Taxpayers are subject to the additional limitation that settlement must occur no later than March 15[th] of the calendar year immediately following the year in which the Vesting Date occurs.

Notwithstanding any other provision of this RSU Plan, the Board may, in its sole discretion, shorten the vesting period of any Restricted Share Units granted to a Participant or waive any conditions and performance criteria applicable to such Restricted Share Units.

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3.2 Payment for Vested Unit Awards

Unit Awards shall vest on the last day of a Vesting Period but provided that any Performance Conditions have been satisfied during Performance Period (such date being the " Vesting Date "). Once vested, and subject to Section 6.11, Unit Awards shall be settled by the Company in accordance with Section 3.3 by a payment to the Participant in cash or in Shares.

Following receipt of payment, the Restricted Share Units so settled shall be of no value whatsoever and shall be struck from the Participant's notional account.

3.3 Settlement Procedure for RSUs

Any Shares issued under this RSU Plan shall be considered as fully paid in consideration of past services rendered that are not less in value than the fair equivalent of money that the Company would have received if the Shares were issued for money.

In order to settle an RSU, the Participant shall deliver an election notice (" Settlement Election ") to the Company substantially in the form of Schedule "B" (the " Settlement Notice "), within thirty (30) days following the Vesting Date and specifying a date for settlement (the " Settlement Date ") which must be at least five (5) days following delivery of the Settlement Notice but not more than ninety (90) days after the Vesting Date (the " Expiry Date ") provided, however, that if the Settlement Date of an RSU occurs during a Blackout Period or when the Participant is otherwise prohibited from settling such RSU, then the Settlement Date shall be automatically extended to the third (3rd) Business Day following the end of such Blackout Period or lifting, termination or removal of such prohibition.

On the Settlement Date RSUs will be settled by the Company through the delivery by the Company of such number of Shares equal to the number of Restricted Share Units then being settled or, at the Company’s election, an amount in cash, net of applicable taxes, equal to the Market Price determined as of the Vesting Date of one Share for each RSU then being settled. If by the Expiry Date, a Participant has not delivered a Settlement Notice, the Participant shall be deemed to have elected to settle such RSUs on the day immediately preceding the Expiry Date for Shares and to receive Shares in respect thereof.

On the Settlement Date, the Company will cause to be delivered to the Participant a certificate or DRS advice statement in respect of such Shares provided that, if required by applicable law or the rules and policies of the TSXV or such other exchange or exchanges on which the Shares are traded, a restrictive legend shall be inscribed on the certificate or DRS advice statement, which legend shall state that the Shares shall not be transferable for such period as may be prescribed by law or by any regulatory authority or stock exchange on which the Shares are listed.

Notwithstanding the foregoing, no Shares will be issued or transferred until:

(a) an amount sufficient to cover the withholding taxes payable on the settlement of such RSUs has been received by the Company; or

(b) the Participant undertakes to arrange for such number of Shares to be sold as is necessary to raise an amount equal to such withholding taxes, and to cause the proceeds from the sale of such Shares to be delivered to the Company.

3.4 Settlement After the Expiry Date

Notwithstanding any other provision of this RSU Plan, no RSU shall be capable of settlement after the Expiry Date; provided however, that if as a result of a Blackout Period or other prohibition on settling an RSU, an RSU is not able to be settled by the Expiry Date, then the Settlement Date shall be automatically extended to the third (3rd) Business Day following the date the relevant Blackout Period or other trading restriction is lifted, terminated or removed, even if after the Expiry Date.

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3.5 Settlement End Date

Notwithstanding anything to the contrary in this RSU Plan, all Unit Awards shall be settled by no later than the fifth (5th) anniversary of their date of issue, failing which all such Unit Awards shall be deemed null and void and of no further effect.

ARTICLE 4 EFFECT OF TERMINATION

4.1 Termination

Subject to any contrary determination made at the time of the grant of the Unit Award by the Board (and TSXV acceptance of such contrary determination) and subject to the other provisions of this RSU Plan, if a Participant or Awardee ceases to be an Eligible Employee, an Eligible Director and Officer, or an Eligible Consultant for any reason, including death, termination for cause, termination without cause, resignation or retirement, or for any other reason:

(a) any unvested Unit Award held by the Participant or Awardee at the date the Participant or Awardee ceased to be an Eligible Employee, Eligible Director and Officer, or an Eligible Consultant, shall be terminated as of such date, and shall not thereafter entitle the Participant or Awardee or its estate or legal representative to any Unit Award or Restricted Share Units or cash payment; and

(b) any vested Unit Award held by the Participant or Awardee at the date the Participant or Awardee ceased to be an Eligible Employee, Eligible Director and Officer or Eligible Consultant, and which has not yet been settled, shall be settled within thirty (30) days of such date.

If a Unit Award has Performance Conditions attached to it which remain unsatisfied at the date the Participant or Awardee ceased to be an Eligible Employee, Eligible Director and Officer or Eligible Consultant, the Unit Award shall be deemed to not have vested.

For greater certainty, if a contrary determination is made at the time of the grant of the Unit Award by the Board as to vesting following termination, notwithstanding such authority of the Board, any unvested Unit Awards must vest not later than twelve (12) months following the date of termination.

ARTICLE 5 CHANGE OF CONTROL

5.1 Change of Control

Subject to the terms and conditions in a Participant's written employment agreement with the Company, if any, in the event of a Change in Control, (i) all vested Unit Awards shall be paid out in cash as at the CIC Date; and (ii) all unvested Unit Awards shall vest immediately prior to the CIC Date and shall be paid out in cash as at the CIC Date.

5.2 Adjustment in Shares Subject to the RSU Plan

If there is any change in the Shares through consolidations, subdivisions or reclassification of Shares, or otherwise, the number of Shares available under this RSU Plan, and the Shares subject to any Unit Award, be adjusted equitably and appropriately by the Board and such adjustment shall be effective and binding for all purposes of this RSU Plan.

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ARTICLE 6 GENERAL, INTERPRETATION and ADMINISTRATION

6.1 Administration by the Board

The Board shall have the power and authority, where consistent with the general purpose and intent of this RSU Plan, and subject to the specific provisions of this RSU Plan:

(a) to adopt and amend rules and regulations relating to the administration of this RSU Plan and to make all other determinations necessary or desirable for the efficient administration of this RSU Plan;

(b) to interpret and construct the provisions of this RSU Plan and related agreements, which interpretation or construction shall be final and conclusive;

(c) to correct any defect or supply any omission or reconcile any inconsistency in this RSU Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry this RSU Plan into effect and it shall be the sole and final judge of such expediency;

(d) to grant Unit Awards to Participants;

(e) to determine the terms, including the Performance Conditions and Performance Period, and Vesting Period, if any, upon such grants; and

(f) all such other matters and determinations set forth in this RSU Plan to be made by the Board.

No member of the Board shall be liable for any action or determination in connection with this RSU Plan made or taken in good faith, and each member of the Board and each such person shall be entitled to indemnification by the Company with respect to any such action or determination.

6.2 Number of Shares

Subject to Section 6.3, the aggregate maximum number of Shares that may be issued pursuant to this RSU Plan is 2,500,000 Shares (“ Maximum Plan Shares ”), unless this Plan is amended pursuant to the requirements of the TSX Venture Policies and, if applicable, the NEX Policies. In the event an RSU expires without settling or if an RSU settles in cash, the Shares that were issuable thereunder will be returned to the RSU Plan, and added back to the Maximum Plan Share total.

6.3 Limitations

The following limits apply to the operation of this RSU Plan:

(a) the number of Unit Awards granted under this RSU Plan to any one person in any 12 month period must not exceed 5% of the issued Shares calculated on the date of grant;

(b) the aggregate number of Unit Awards granted under this RSU Plan to any one Consultant in any 12 month period must not exceed 2% of the issued Shares calculated on the date of grant;

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(d) subject to the other limitations and restrictions in this RSU Plan, the number of Shares that may be reserved for issuance in any fiscal year to any individual who is a non-employee director may not exceed for any such individual a grant date value of $150,000 in the aggregate under all Share Compensation Arrangements.

6.4 Disinterested Shareholder Approval

The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the RSU Plan, together with all of the Company’s other Share Compensation Arrangements, could result at any time in:

(i) the aggregate number of Shares reserved for issuance under the Share Compensation Arrangements granted to Insiders exceeding 10% of the Outstanding Shares;

(ii) the number of RSUs issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares; or,

(iii) the issuance to any one Participant, within a 12-month period, of a number of RSUs exceeding 5% of Outstanding Shares.

6.5 Effective Date

This RSU Plan is established effective on the date that this RSU Plan has been adopted by the Board (the " Effective Date ") provided, however, that while Unit Awards may be granted prior to the necessary regulatory, stock exchange and shareholder approvals, no cash and/or Shares underlying a vested Unit Award shall be issued by the Company or paid to a Participant in accordance with this RSU Plan prior to it having received the necessary regulatory, stock exchange and shareholder approvals (" Necessary Approvals "). If the Necessary Approvals in respect of a Unit Award are not received within one (1) year of the grant date, the Unit Award shall terminate unvested at such time.

6.6 Non-Transferability

Any Unit Awards or Restricted Share Units accruing to any Participant in accordance with the terms and conditions of this RSU Plan shall not be transferable except by will or by the laws of descent and distribution. During the lifetime of a Participant all benefits and rights granted under this RSU Plan may only be exercised by the Participant.

6.7 Employment

Nothing contained in this RSU Plan shall confer upon any Participant any right with respect to employment or continuance of employment, consultancy agreement, or service of any nature with the Company or any, Affiliate, or interfere in any way with the right of the Company or any Affiliate to terminate the Participant's employment or consultancy agreement at any time. Participation in this RSU Plan by a Participant is entirely voluntary and Participant may decline a Unit Award at any time and/or voluntarily agree to the termination of a Unit Award previously granted at any time.

6.8 Not a Shareholder

Nothing contained in this RSU Plan nor in any Unit Award granted hereunder shall be deemed to give any Participant any interest or title in or to any Shares or any rights as a Shareholder or any other legal or equitable right against the Company, or any of its Affiliates whatsoever, including without limitation, the

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right to vote as a Shareholder or the right to participate in any new issue of Shares to existing holders of Shares, other than those rights relating to Shares that have been issued by the Company upon the settlement of a Restricted Share Unit.

6.9 Unfunded Plan

This RSU Plan shall be unfunded.

6.10 Record Keeping

The Company shall maintain a register in which shall be recorded:

(a) the name and address of each Awardee;
(b) the number of vested and unvested Unit Awards held by each Awardee;
(c) the relevant Performance Period and Performance Conditions (if any) attached to each Unit Award; and
(d) such other information as the Board may determine from time to time.

6.11 Necessary Approvals

The obligation of the Company to issue Shares in accordance with this RSU Plan is subject to the approval of any governmental authority having jurisdiction in respect of the Shares or any exchanges on which the Shares are then listed which may be required in connection with the authorization, or issuance of such Shares by the Company. If any Shares cannot be issued to any Participant for any reason including, without limitation, the failure to obtain such approval, the obligation of the Company to issue such Shares shall terminate and if the Company is lawfully permitted to settle RSUs in cash, it will settle RSUs in cash.

6.12 Taxes

The Company may withhold from any remuneration or consideration whatsoever payable to such Participant hereunder, any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such participation in this RSU Plan (the " Applicable Withholding Taxes "). For greater certainty, unless not required under the Tax Act, no cash payment will be made nor will Shares be issued until an amount sufficient to cover the Applicable Withholding Taxes payable on the settlement of such Restricted Share Units has been received by the Company (or withheld by the Company pursuant to Section 3.3).

Notwithstanding the foregoing, the Company makes no representation or warranty as to the future market value of the Shares or with respect to any tax matters affecting the Participant resulting from the grant of a Unit Award or settlement of a Restricted Share Unit or transactions in the Shares. With respect to any fluctuations in the market price of Shares, neither the Company, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder or their sale (as applicable) or in any other manner related to this RSU Plan. For greater certainty, no amount will be paid to, or in respect of, an Awardee under this RSU Plan or pursuant to any other arrangement, and no additional cash or Shares will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, an Awardee for such purpose.

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6.13 Amendments to RSU Plan

The Board shall have the power to, at any time and from time to time, either prospectively or retrospectively, amend, suspend or terminate this RSU Plan or any Unit Award or other award granted under this RSU Plan in any manner it may choose, but subject to this Section 6.12, including the power to, at any time and from time to time, either prospectively or retrospectively:

(a) make changes of a clerical or grammatical nature;
(b) make changes regarding the persons eligible to participate in this RSU Plan; or

(c) make changes to the vesting, provisions of Unit Awards, and changes to the Performance Conditions or Performance Period, in a manner it may choose, but subject to this Section 6.12.

The powers of the Board in this Section 6.12 shall be limited as follows:

(a) any amendment to this RSU Plan or any Unit Award requires prior acceptance of the TSXV, unless such amendment imposes additional Performance Conditions;

(b) if the amendment is in respect of a Unit Award or Restricted Share Unit held by an Insider, but excluding the amendment in Section 6.12(a), Disinterested Shareholder Approval is required prior to implementing the amendment; and

(c) any amendment, suspension or termination is in accordance with applicable laws and the rules of any other stock exchange on which the Shares are listed.

If the RSU Plan is terminated, the provisions of this RSU Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Unit Award or any rights pursuant thereto remain outstanding and, notwithstanding the termination of this RSU Plan, the Board shall remain able to make such amendments to this RSU Plan or the Unit Awards as they would have been entitled to make if this RSU Plan were still in effect.

No such amendment to the RSU Plan shall cause the RSU Plan to cease to be a plan described in section 7 of the Tax Act of any successor to such provision.

6.14 Compliance with Applicable Law, etc.

If any provision of this RSU Plan or any agreement entered into pursuant to this RSU Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Company or this RSU Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

6.15 Notice

Any notice required to be given by this RSU Plan shall be in writing and shall be given by registered mail, postage prepaid, or delivered by courier or by electronic transmission (email or facsimile) addressed, if to the Company, to the head office of the Company, Attention: Corporate Secretary; or if to a Participant or Awardee, to such Participant or Awardee at his or her address as it appears on the books of the Company or in the event of the address of any such Participant not so appearing, then to the last known address of such Participant or Awardee; or if to any other person, to the last known address of such person.

6.16 Fractional Shares

No fractional Shares shall be delivered upon the settlement of any Restricted Share Unit under this RSU Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the settlement of a

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Restricted Share Unit, or from an adjustment permitted by the terms of this RSU Plan, such Participant shall only have the right to receive the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

6.17 U.S. Tax Payors

Notwithstanding anything to the contrary in this DSU Plan, the provisions of Schedule “C” shall apply to Restricted Share Units granted to a Participant who is a U.S. Taxpayer.

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SCHEDULE "A"

RESTRICTED SHARE UNIT – AWARD GRANT AGREEMENT

Name : [name of Participant]

Date of Grant : [insert date]

Big Ridge Gold Corp. (the “Company”) has adopted the Restricted Share Unit Plan (the "RSU Plan") as a part of its compensation program. This Unit Award grant entitling the holder to Restricted Share Units is governed in all respects by the terms of the RSU Plan, and the provisions of the RSU Plan are hereby incorporated by reference. Capitalized terms used and not otherwise defined in this Award Grant Agreement shall have the meanings set forth in the RSU Plan. In the event of any discrepancy or conflict between this Award Grant Agreement and the RSU Plan, the RSU Plan shall govern.

Your Grant: The Company hereby grants to you [ ] Unit Awards entitling you to [ ] Restricted Share Units, subject to the following conditions.

Performance Conditions : [to be inserted] Vesting : [to be inserted] Settlement Date : [to be inserted]

By acceptance of this Unit Award and the underlying unvested Restricted Share Units, the undersigned acknowledges receipt of the RSU Plan and agrees hereby to become a party to and to be subject to the terms of the RSU Plan.

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The undersigned further acknowledges and agrees that the Participant's abovementioned participation is voluntary.

BIG RIDGE GOLD CORP.

By: Name: Title: Accepted and agreed to this _ day of __, ______.

_____ Signature of Participant ________ Name of Participant (Please Print)

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SCHEDULE "B" RESTRICTED SHARE UNIT - SETTLEMENT NOTICE

I, ___, in respect of the grant of Unit Award made to me on __. _, which Unit Awards have now vested to RSUs as of the Vesting Date set forth below, hereby elect to settle __ Restricted Share Units and to receive (check one):

Date :

If the Company elects to pay out any of the settled RSUs in cash, I acknowledge that the Company will deduct applicable withholding taxes. If any of the settled RSUs are paid out in Shares, I (check one):

i. [ ] enclose cash, a certified cheque, bank draft or money order payable to the Company in the amount of $________ as full payment for the applicable withholding taxes; or
ii. [ ] undertake to direct that such number of Shares are to be sold, and the proceeds of such Shares delivered to the Company, as is necessary to put the Company in funds equal to the amount that would have otherwise been required in (i) above.

Signature of Participant

Name of Participant (Please Print)

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SCHEDULE "C" PLAN PROVISIONS APPLICABLE TO U.S. TAXPAYERS

The provisions of this Schedule “C” apply only to U.S. Taxpayers. Capitalized terms not defined herein have the meaning ascribed to them in the body of the RSU Plan. This Schedule “C” modifies the RSU Plan for U.S. Taxpayers and, where there is any conflict between the RSU Plan and the terms of this Schedule “C”, this Schedule “C” shall govern.

Code Section 409A. Restricted Share Units awarded under the RSU Plan are intended to be exempt from Code Section 409A pursuant to U.S. Treasury Regulation Section 1.409A-1(b)(4) (the “ short-term deferral exemption ”), and the provisions of the RSU Plan including this Schedule “C” and any applicable Award Grant Agreement will be construed and administered accordingly. Notwithstanding the foregoing, although the Board intends that the Restricted Share Units shall be exempt from Code Section 409A, or will otherwise comply with Code Section 409A, neither the Board, the Company nor any of its officers, directors or employees makes, or has made, any representation or guaranty as to the United States federal income tax treatment of Restricted Share Units awarded under the RSU Plan, and the Participant shall be solely responsible for all taxes, penalties, interest and other liabilities that may arise as a result of the grant, vesting or settlement of Restricted Share Units.

Time of Settlement of Restricted Share Units. Notwithstanding anything to the contrary in the RSU Plan, Restricted Share Units shall be settled/paid out in all cases by March 15[th] of the year immediately following the year in which the Vesting Date occurred. For greater certainty, it is intended that the vesting conditions applicable to the Vesting Period as set forth in the applicable Award Grant Agreement shall constitute a “substantial risk of forfeiture” within the meaning of Code Section 409A. Further, when vesting conditions are satisfied or waived such that there is no longer a substantial risk of forfeiture, the date of such satisfaction or waiver is the Vesting Date (as defined in the body of the RSU Plan).

Notwithstanding anything to the contrary in the RSU Plan, any unvested Restricted Share Units held by a U.S. Taxpayer will automatically vest on the date such U.S. Taxpayer meets the criteria to be eligible to retire in accordance with the Company’s normal retirement policy, and the vested Restricted Share Units will be settled by March 15[th] of the following year.

Notwithstanding anything to the contrary in the RSU Plan, in the event of death of a U.S. Taxpayer, settlement of Restricted Share Units will occur within ninety (90) days following the date of death, provided that in all cases settlement will occur by March 15[th] of the year following the year in which the death occurred. In the event a U.S. Taxpayer is determined to be totally disabled, settlement will occur as soon as reasonably practical, but in any event no later than thirty (30) days following receipt by the Company of notice of disability, provided that in all cases settlement will occur by March 15[th] of the year following the year in which the U.S. Taxpayer was determined to be disabled. The RSU Plan shall not operate to delay the timing of settlement of vested Restricted Share Units beyond March 15[th] of the year following the year in which the Vesting Date occurs, unless such delay would be permitted under Code Section 409A.

Amendments to the RSU Plan or outstanding Restricted Share Units. Any amendment to the RSU Plan or outstanding Restricted Share Units of U.S. Taxpayers, as permitted pursuant to the terms of the RSU Plan, shall be undertaken in a manner that does not result in adverse U.S. federal income tax consequences for U.S. Taxpayers under Code Section 409A.

Additional Provisions. Although it is intended that Restricted Share Units awarded under the RSU Plan will be exempt from Code Section 409A, to the extent that the terms of any Award Grant Agreement or other governing document would cause the Restricted Share Units to be subject to Code Section 409A, the following provisions will apply:

(a) Notwithstanding any provision of the RSU Plan to the contrary, it is intended that any Restricted Share Units that are not exempt from Code Section 409A shall comply with Section 409A and in a
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manner which does not subject the U.S. Taxpayer’s interests in the RSU Plan to be subject to accelerated or additional tax under Section 409A (and all provisions of the RSU Plan and this Schedule “C” shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A). If any grant or settlement of Restricted Share Units to a U.S. Taxpayer could cause the application of accelerated or additional tax under Section 409A, such grant or settlement shall be deferred if and to the extent deferral will make such grant or settlement compliant with Section 409A; otherwise such grant or settlement shall be restructured, to the extent possible, in a manner determined by the Board that does not cause such an accelerated or additional tax.

(b) In the event that an Award Grant Agreement (or other applicable agreement) with respect to a Restricted Share Unit awarded to a U.S. Taxpayer provides for settlement of the Restricted Share Unit upon the U.S. Taxpayer’s termination of employment or cessation of services, “termination” or cessation of services or language of similar import shall mean the U.S. Taxpayer’s “separation from service” as defined under Code Section 409A, and if the U.S. Taxpayer is a “specified employee” within the meaning of Code Section 409A at the time of his separation from service, settlement will be delayed until the first day of the month that begins after the six-month anniversary of the U.S. Taxpayer’s separation from service.
(c) In the event that an Award Grant Agreement (or other applicable agreement) with respect to a Restricted Share Unit awarded to a U.S. Taxpayer provides for settlement of the Restricted Share Unit upon the U.S. Taxpayer’s disability, or upon a Change of Control, such events must also constitute, as applicable, a disability as defined under United Sates Treasury Regulation Section 1.409A-3(i)(4)(i)-(ii), or a “change in control event” as set forth in United States Treasury Regulation Section 1.409A-3(i)(5)(i).
(d) In no event will a U.S. Taxpayer be permitted, directly or indirectly, to designate the calendar year in which Restricted Share Units are settled, except in accordance with Code Section 409A. If an Award Grant Agreement provides for settlement of Restricted Share Units in installments, each installment shall be treated as a separate payment for purposes of Code Section 409A. The amount of cash and the value of Shares delivered in settlement of a Restricted Share Unit will not be reduced by, or offset against, any amount owing by the U.S. Taxpayer to the Company or an Affiliate, except as permitted under Code Section 409A.

AI assistant

BIG RIDGE GOLD CORP. — Proxy Solicitation & Information Statement 2021

44098_rns_2021-11-15_2f7bb6f2-d61e-4838-9f6a-124fa0a985aa.pdf

BIG RIDGE GOLD CORP.

NOTICE OF MEETING AND INFORMATION CIRCULAR

Table of Contents

BIG RIDGE GOLD CORP.

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT NOTICE

SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON SHOULD COMPLETE, DATE AND SIGN THE ENCLOSED INSTRUMENT OF PROXY, AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

BIG RIDGE GOLD CORP.

1801-1 Yonge Street Toronto, Ontario, M5E 1W7

MANAGEMENT INFORMATION CIRCULAR

GENERAL INFORMATION

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Persons making the solicitation

Appointment and Revocation of Proxies

Voting by Proxyholders

Registered Shareholders

Non-Registered Shareholders

Revocation of Proxies

Record Date

Quorum

Principal Shareholders

Votes Necessary to Pass Resolutions

DETAILS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

Election of Directors

Additional Disclosure Relating to the Directors

Appointment of Auditor

Approval of Amended and Restated Share Option Plan

Material Terms of the Amended Plan

“NOW THEREFORE BE IT RESOLVED THAT:

The Board recommends that Shareholders vote FOR the Amended Plan Resolution. Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the management proxyholders intend to vote FOR the Amended Plan Resolution.

Approval of Restricted Share Unit Plan

“NOW THEREFORE BE IT RESOLVED THAT:

CORPORATE GOVERNANCE DISCLOSURE

BOARD OF DIRECTORS

Board Meetings

Independence

Chief Executive Officer

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Board Term and Age Limits

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

Relevant Education and Experience

CORPORATE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE

TECHNICAL AND SUSTAINABILITY COMMITTEE

EXTERNAL AUDITORS

Pre-Approval Policies and Procedures

[The remainder of this page deliberately left blank]

External Auditor Service Fees (By Category)

COMPENSATION OF EXECUTIVE OFFICERS

Named Executive Officers

Compensation Discussion and Analysis

Philosophy and Objectives

Base Salary

Short- and Long-Term Incentive Compensation

Equity and Equity-Like Participation

Compensation of the NEOs

[The remainder of this page deliberately left blank]

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

[The remainder of this page deliberately left blank]

Termination and Change-of-Control Benefits

Mike Bandrowski, President and Chief Executive Officer

Jim Kirke, Chief Financial Officer

DIRECTOR COMPENSATION

[The remainder of this page deliberately left blank]

Outstanding Share-based Awards and Option-based Awards

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

[The remainder of this page deliberately left blank]

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

MANAGEMENT CONTRACTS

BIG RIDGE GOLD CORP. Proxy Solicitation & Information Statement 2021